Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates or transfer of Book-Entry Shares for cancellation to the Paying Agent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid 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 so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall will pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates or transfer of and Book-Entry Shares for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not payable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to be paidmake such payment by applicable Law. Payment of the Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without any interest accruing thereon.

Procedures for Surrender. As promptly as practicable Promptly after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which ) and whose Shares were converted pursuant to Section 1.07 into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Agent, Agent and shall otherwise be in such form and have such other provisions as Parent or mutually agreed by the Paying Agent may reasonably specify, Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates a Certificate or transfer of Book-Entry Shares Share for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent (i.e. the stock transfer agent of the Parent being Signature Stock Transfer, and upon delivery of a Inc., 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, 75093), together with such letter of transmittal, duly executed and in proper form, with respect to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry Sharesexecuted, the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive promptly in exchange therefor the Merger Consideration for each Share formerly represented by such Certificates Certificate and for each Book-Entry Share. Any Certificates Share and Book-Entry Shares the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any 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, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation that such Taxes tax either have has been paid or are is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 1.08, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this AgreementSection 1.08, without interest thereon. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Merger Consideration for Shares.

Procedures for Surrender. As promptly soon as reasonably practicable after the Effective Time, Parent shall, and shall cause the Paying Surviving Company to, cause the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Share as of the Effective Time and whose Company Shares were converted exchanged pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares Certificate shall pass, only upon delivery of the Certificates Certificate (or transfer affidavit of the loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry SharesShare, as the case may beapplicable, to the Paying Agent, Exchange Agent and shall otherwise be in such customary form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for use in effecting the surrender of the Certificates Certificate (or transfer affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Shares Share in exchange for payment of the Per Share Merger ConsiderationConsideration pursuant to Section 2.1, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner of a Company Share provides certain information necessary for Parent or the Exchange Agent or the Information Agent, as applicable, to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Upon Subject to the Withholding Tax Ruling, upon surrender of Certificates a Certificate (or transfer an affidavit of loss in lieu thereof) or Book-Entry Shares Share for cancellation to the Paying Exchange Agent, and upon delivery of a together with such letter of transmittaltransmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), in each case, duly completed and validly executed and in proper formaccordance with the respective instructions thereto, with respect Parent shall pay or cause the Exchange Agent to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry Shares, pay to the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive Share in exchange therefor the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificates and for each Certificate or Book-Entry Share. Any Certificates and , promptly (subject to the delay of up to three hundred sixty-five days contemplated by Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Shares Share and Valid Tax Certificate, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith be cancelled. The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share 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. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name any 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, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation Company that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Shares Share shall only be made to the Person in whose name such Book-Entry Shares are Share is registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration in cash as contemplated by this AgreementArticle II, without interest thereon.

Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Payment Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) Certificate or non-certificated Shares represented by book-entry (“Book-Entry Shares” and each individually a “Book-Entry Share”), in each case, which case whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Payment Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specifyspecify and as reasonably approved by the Company prior to the Effective Time, and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates or transfer of Book-Entry Shares for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry Shares, and such other documents as may reasonably be required by the Payment Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for amount of cash into which each Share formerly represented by such Certificates and for each Book-Entry Share. Any Share was converted pursuant to Section 2.1(a), and the Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If In the event of a transfer of ownership of Common Stock that is not registered in the transfer records of the Company, payment of the Merger Consideration is to may be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer and the Person requesting such payment shall have paid pay 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 so surrendered and or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in into which the Shares theretofore represented by such Certificate or Book-Entry Share having been converted pursuant to Section 2.1(a). No interest shall be paid or accrue on any cash as contemplated by this Agreement, without interest thereonpayable upon surrender of any Certificate or Book-Entry Share.

Procedures for Surrender. As promptly as practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: : (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates or transfer of Book-Entry Shares for cancellation to the Paying Agent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid 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 so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall will pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates or transfer of and Book-Entry Shares for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not payable. Any other transfer or similar Taxes 13 incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to be paidmake such payment by applicable Law. Payment of the Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without any interest accruing thereon.

Procedures for Surrender. As promptly soon as reasonably practicable after the Effective Time (and in any case within five (5) Business Days after the Effective Time), Parent First Majestic shall cause the Paying Exchange Agent to mail to each holder of record of a valid certificate or certificates that represented Shares previously representing any shares of Gatos Common Stock outstanding immediately prior to the Effective Time (the a “CertificatesGatos Stock Certificate”) or non-certificated Shares shares of Gatos Common Stock outstanding immediately prior to the Effective Time represented by book-book entry (“Book-Book Entry Shares”), in each case, which Shares ) whose shares of Gatos Common Stock were converted into the right to receive the applicable Merger Consideration at the Effective Time pursuant to this AgreementConsideration: (i) a letter of transmittal, transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Gatos Stock Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Gatos Stock Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Agent, Exchange Agent and which shall otherwise be in such customary form and have such other (including customary provisions as Parent or the Paying Agent may reasonably specify, with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); and (ii) instructions for use in effecting the surrender of the Certificates Gatos Stock Certificates, or transfer in the case of Book-Book Entry Shares Shares, the surrender of such shares, in exchange for payment of the applicable Merger Consideration. Upon Each holder of record of a Gatos Stock Certificate or Book Entry Share shall, upon surrender of Certificates or transfer of Book-Entry Shares for cancellation to the Paying AgentExchange Agent of such Gatos Stock Certificate or Book Entry Share, and upon delivery of a together with such letter of transmittal, duly executed executed, and in proper form, with respect such other documents as may reasonably be required by the Exchange Agent pursuant to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry Sharesinstructions, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly which the number of shares of Gatos Common Stock previously represented by such Certificates Gatos Stock Certificate or Book Entry Share shall have been converted into the right to receive pursuant to Section 2.01, and for each Book-the Gatos Stock Certificate or Book Entry Share. Any Certificates and Book-Entry Shares Share so surrendered shall forthwith be cancelledcanceled. If In the event of a transfer of ownership of Gatos Common Stock which is not registered in the transfer records of Gatos, payment of the applicable Merger Consideration is to may be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Gatos Stock Certificate so surrendered is registered if such Gatos Stock Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer and the Person requesting such payment shall have paid pay any transfer and or other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of the such Gatos Stock Certificate so surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation First Majestic that such Taxes either have Tax has been paid or are is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registeredapplicable. Until surrendered as contemplated herebyby this Section 2.02(b), each Gatos Stock Certificate or Book-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 in Consideration. No interest shall be paid or will accrue on any cash as contemplated by payable to holders of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions of this Agreement, without interest thereonArticle II or otherwise.

Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-book entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall will pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates or transfer of and Book-Entry Shares for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not payable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to be paidmake such payment by applicable Law. Payment of the Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without any interest accruing thereon.

Procedures for Surrender. As promptly as practicable after the Effective Time, the Parent shall cause its transfer agent (the Paying Agent “Transfer Agent”) to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-non- certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Transfer Agent, and shall otherwise be in such form and have such other provisions as Parent the Purchaser or the Paying Transfer Agent may reasonably specify, specify and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates or transfer of and Book-Entry Shares for cancellation to the Paying Transfer Agent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry Shares, the holder of such Certificates or Book-Book- Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Book- Entry Shares so surrendered shall forthwith be cancelled. If payment issuance of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment issuance of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment Issuance of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. As promptly soon as reasonably practicable after the Effective Timedate hereof, Parent the Company shall, or shall cause the Paying Exchange Agent to to, mail to each holder of record of a certificate or certificates that represented representing outstanding Shares (taking into account the Intermediate Holdings Reorganization) (the “Certificates,” and such holders, the “Company Stockholders”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: ): (i) a letter of transmittal, substantially in the form of Exhibit A hereto (the “Letter of Transmittal”) which shall specify that delivery shall be effected, includes an investor questionnaire and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Agent, and shall otherwise be in representations regarding such form and have such other provisions as Parent or the Paying Agent may reasonably specify, Company Stockholder’s “accredited investor” status and (ii) instructions in customary form for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration, including any amount payable in respect of Fractional Share Consideration or any dividends or other distributions on the Parent Shares in accordance with Section 2.2(e). Upon surrender of Certificates (or transfer affidavits of Book-Entry Shares loss in lieu thereof) for cancellation to the Paying AgentExchange Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates (or an “agent’s message affidavits of loss in lieu thereof), together with any other documentation expressly required by its terms to be provided in connection with the case Letter of a book entry transfer of Book-Entry SharesTransmittal, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration pursuant to the provisions and subject to the terms and conditions of this Article 2, including any amount payable in respect of Fractional Share Consideration or any dividends or other distributions on the Parent Shares in accordance with Section 2.2(e), for each Share formerly represented by such Certificates and for each Book-Entry Share(or affidavits of loss in lieu thereof). Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. All Merger Consideration, Fractional Share Consideration or other amounts due pursuant to Section 2.2(e), paid upon the surrender for exchange of Certificates (or affidavits of loss in lieu thereof) will be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Exchange Agent that such Taxes either have been paid or are not required to payable. Any other transfer or similar Taxes incurred in connection with the Initial Merger will be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registeredpaid by Parent. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall (other than Shares cancelled pursuant to Section 2.1(b)) will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash or the amount determined pursuant to Section 2.3, as contemplated by this Agreementapplicable, without interest thereoninterest. The Exchange Agent shall provide the Company and Parent with a copy of each completed Letter of Transmittal it receives prior to or as of the Effective Time.

Procedures for Surrender. As promptly as practicable after the Effective TimeTime (and in any event, within three (3) Business Days thereafter), Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall (if any) will pass, only upon delivery of the such Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates or transfer of Book-Entry Shares for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry SharesCertificates, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareCertificates. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. The Merger Consideration paid upon the surrender for exchange of Certificates will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and or other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paidpayable. Payment Any holder of the Merger Consideration with respect to Booknon-Entry certificated Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.represented

Procedures for Surrender. As promptly as practicable after the Effective TimeTime and in any event not later than the second Business Day thereafter, Parent shall cause the Paying Agent to mail to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which case whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates (or transfer affidavits of the Book-Entry Shares, as the case may be, loss in lieu thereof in accordance with Section 2.02(e)) to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify after consultation with the Company; and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates (or transfer affidavits of Book-Entry Shares loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger portion of the Aggregate Common Stock Consideration for each Share into which the Shares formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and or such Book-Entry Shares were converted pursuant to Section 2.01(a)(i) (less any required Tax withholdings as provided in Section 2.05), and the Certificates so surrendered shall forthwith be cancelled. If payment In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and Merger Consideration is to may be made issued to a Person person other than the Person person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, and the Person person requesting such payment shall have paid pay to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each No interest shall be paid or accrue on any portion of the Merger Consideration payable upon surrender of any Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (or affidavits of loss in cash as contemplated by this Agreement, without interest thereonlieu thereof in accordance with Section 2.02(e)).

Procedures for Surrender. As promptly as practicable after the Effective Time, Parent the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent the Purchaser or the Paying Agent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates or transfer of and Book-Entry Shares for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Purchaser, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid 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 so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. As promptly as practicable after the Effective TimeTime (and in any event, within three Business Days thereafter), Parent shall will cause the Paying Exchange Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall (if any) will pass, only upon delivery of the such Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Exchange Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Exchange Agent may reasonably specify, specify and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates or transfer of Book-Entry Shares for cancellation to the Paying AgentExchange Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry SharesCertificates, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareCertificates. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. The Merger Consideration paid upon the surrender for exchange of Certificates will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and or other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Exchange Agent that such Taxes either have been paid or are not payable. Any holder of non-certificated Shares represented by book-entry (“Book-Entry Shares”) shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive. In lieu thereof, each registered holder of one or more Book-Entry Shares shall automatically upon the Effective Time be paidentitled to receive, and the Surviving Corporation shall cause the Exchange Agent to pay and deliver as soon as reasonably practicable after the Effective Time (and in any event, within three Business Days thereafter), the Merger Consideration payable for each such Book-Entry Share. Payment of the Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereonAgreement and the right to receive the Fractional Share Consideration and any dividends or other distributions under Section 2.3(g).