Common use of Surrender of Certificates; Stock Transfer Books Clause in Contracts

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company (the “Paying Agent”) to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in an amount representing the aggregate Merger Consideration payable pursuant to Section 1.5(a)(iv) in exchange for outstanding shares of Company Common Stock to be paid in respect of Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the funds in the Payment Fund will affect any payment obligations of Parent under this Agreement. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Agent); and (ii) instructions for use in effecting the surrender of Stock Certificates or Book-Entry Shares. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Agent for exchange, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Agent or Parent: (A) the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration payable to such holder pursuant to Section 1.5(a)(iv) in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Stock Certificate or Book-Entry Share; and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of any cash amount pursuant to Section 1.5(a)(iv), require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) Any portion of the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv). None of Parent, Acquisition Sub, the Company, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (d) At the Effective Time, holders of Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.6. (e) The Paying Agent, Parent, Acquisition Sub and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith is required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) If any Stock Certificate has not been surrendered by the date immediately prior to the date on which the cash amount that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company to act as exchange agent in the Merger (the “Paying Exchange Agent”) to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in an amount representing the aggregate Merger Consideration payable pursuant to Section 1.5(a)(iv) in exchange for outstanding shares of Company Common Stock to be paid in respect of Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the funds in the Payment Fund will affect any payment obligations of Parent under this Agreement. (b) As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause deposit with the Paying Exchange Agent (i) cash in an amount equal to the cash payable pursuant to Section 2.5(a)(iii), (ii) certificates representing any shares of Parent Common Stock issuable pursuant to Section 2.5(a)(iii) and (iii) cash sufficient to make any payments in lieu of fractional shares of Parent Common Stock that would have been payable with respect to Company Common Stock but for Section 2.5(d), in each case excluding amounts applicable to shares of Company Common Stock with respect to which the holder thereof has perfected appraisal rights under Section 262 of the DGCL. The cash amounts and any shares of Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” The cash in the Exchange Fund shall be invested by the Exchange Agent as directed by Parent in money market funds or similar short-term liquid investments. (b) Promptly after the Effective Time (and in any event no more than five (5) business days after the Effective Time), Parent will instruct the Exchange Agent to promptly mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated uncertificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including including, in the case of holders of Stock Certificates, a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Exchange Agent); , and (ii) instructions for use in effecting the surrender of Stock Certificates or and Book-Entry Shares. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Exchange Agent for exchange, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Exchange Agent or Parent: , (A) the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration payable consideration deliverable to such holder pursuant to Section 1.5(a)(iv2.5(a)(iii) and any cash payment in full satisfaction lieu of all rights pertaining to the shares a fractional share of Company Parent Common Stock formerly represented by such Stock Certificate or Book-Entry Share; in accordance with Section 2.5(d), and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b2.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Per Share Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment delivery of any cash amount pursuant to Section 1.5(a)(iv)consideration with respect thereto, require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Exchange Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Stock Certificate with respect to any shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Stock Certificate in accordance with this Section 2.6 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Payment Exchange Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days that is nine (9) months after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 2.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv)delivery of consideration in connection with the Merger. None of Parent, Acquisition Sub, the Company, Neither Parent nor the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly or shares of Parent Common Stock delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (de) At the Effective Time, holders of Stock Certificates or and Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.62.6. (ef) The Paying Agent, Parent, Acquisition Sub Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub Parent or the Surviving Corporation determines in good faith is may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodywithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (fg) If any Stock Certificate has not been surrendered by the earlier of (i) the fifth anniversary of the date on which the Merger becomes effective or (ii) the date immediately prior to the date on which the cash amount consideration that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount consideration shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company (the “Paying Exchange Agent”) to receive the funds and shares of Parent Common Stock for purposes of effecting the payment and distribution of the Merger Consideration Price contemplated by Section 1.5(a)(iv2.5(a)(iv). At or prior to Promptly after the Effective Time, Parent shall shall: (i) issue and deliver or cause to be delivered, to the Exchange Agent evidence of shares in book-entry form representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.5(a)(iv) in exchange for outstanding shares of Company Common Stock; and (ii) deposit, or cause to be deposited, with the Paying Agent Exchange Agent: (A) cash in an amount representing the aggregate Merger Cash Consideration payable pursuant to Section 1.5(a)(iv2.5(a)(iv) in exchange for outstanding shares of Company Common Stock Stock; and (B) from time to time as needed, cash in amounts that are sufficient to pay cash in lieu of fractional shares pursuant to Section 2.5(c), in each case, to be paid in respect of Stock Certificates and Book-Entry Shares by the Paying Exchange Agent in accordance with this Agreement. Such funds and evidence of Parent Common Stock deposited with the Paying Exchange Agent are referred to herein as the “Payment Fund.” Such funds funds, to the extent cash, shall be invested by the Paying Exchange Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Exchange Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the funds in the Payment Fund will affect any payment obligations of Parent under this Agreement. (b) As soon as reasonably practicable after the Effective Time, Parent shall will cause the Paying Exchange Agent to mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Exchange Agent); and (ii) instructions for use in effecting the surrender of Stock Certificates or Book-Entry Shares. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Exchange Agent for exchange, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Exchange Agent or Parent: (A) the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration Price payable to such holder pursuant to Section 1.5(a)(iv2.5(a)(iv) in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Stock Certificate or Book-Entry Share; and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration Price may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration Price with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b2.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Consideration Price for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of any cash amount pursuant to Section 1.5(a)(iv2.5(a)(iv), require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Exchange Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled2. (c) Any portion of the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 2.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv2.5(a)(iv). None of Parent, Acquisition Sub, the Company, the Surviving Corporation and the Paying Exchange Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (d) At the Effective Time, holders of Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.62.6. (e) The Paying Exchange Agent, Parent, Acquisition Sub and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Exchange Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith is required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over remitted to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) If any Stock Certificate has not been surrendered by the earlier of: (i) the fifth anniversary of the date on which the Merger becomes effective; or (ii) the date immediately prior to the date on which the cash amount consideration that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount consideration shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company to act as paying agent in the Merger (the “Paying Agent”) to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to Promptly after the Effective Time, Parent shall deposit, or cause to be deposited, deposit with the Paying Agent cash in an amount representing equal to the aggregate Merger Consideration cash payable pursuant to Section 1.5(a)(iv) in exchange for outstanding 2.5(a)(iii), excluding amounts applicable to shares of Company Common Stock with respect to be paid in respect which the holder thereof has perfected appraisal rights under Section 262 of Stock Certificates and Book-Entry Shares the DGCL. The cash amount so deposited with the Paying Agent, together with any dividends or distributions received by the Paying Agent in accordance with this Agreement. Such funds deposited with the Paying Agent respect to such shares, are referred to herein collectively as the “Payment Exchange Fund.” Such funds The cash in the Exchange Fund shall be invested by the Paying Agent as directed by Parent, Parent in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the money market funds in the Payment Fund will affect any payment obligations of Parent under this Agreementor similar short-term liquid investments. (b) As soon as reasonably practicable Promptly after the Effective Time (and in any event no more than five (5) business days after the Effective Time), Parent shall cause will instruct the Paying Agent to promptly mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated uncertificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including including, in the case of holders of Stock Certificates, a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Agent); , and (ii) instructions for use in effecting the surrender of Stock Certificates or and Book-Entry Shares. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Agent for exchangepayment, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Agent or Parent: , (A) the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange payment therefor the Merger Consideration payable consideration deliverable to such holder pursuant to Section 1.5(a)(iv) in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Stock Certificate or Book-Entry Share; 2.5(a)(iii), and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b2.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Per Share Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment delivery of any cash amount pursuant to Section 1.5(a)(iv)consideration with respect thereto, require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) [Intentionally deleted]. (d) Any portion of the Payment Exchange Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days that is nine (9) months after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 2.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv)delivery of consideration in connection with the Merger. None of Parent, Acquisition Sub, the Company, Neither Parent nor the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (de) At the Effective Time, holders of Stock Certificates or and Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.62.6. (ef) The Paying Agent, Parent, Acquisition Sub Sub, the Paying Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub Sub, the Paying Agent or the Surviving Corporation determines in good faith is may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodywithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (fg) If any Stock Certificate has not been surrendered by the earlier of (i) the fifth anniversary of the date on which the Merger becomes effective or (ii) the date immediately prior to the date on which the cash amount consideration that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount consideration shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company (the “Paying Payment Agent”) to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in an amount representing the aggregate Merger Consideration payable pursuant to Section 1.5(a)(iv) in exchange for outstanding shares of Company Common Stock to be paid in respect of Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of that holders of shares of Company Common StockStock become entitled to receive pursuant to Section 2.5(a)(iii) (the “Payment Fund”). No loss to the funds in The Payment Fund shall be invested by the Payment Fund will affect any payment obligations of Parent under this AgreementAgent as directed by Parent. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Paying Payment Agent to mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Payment Agent); and (ii) instructions for use in effecting the surrender of Stock Certificates or Book-Entry SharesCertificates. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Payment Agent for exchange, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Payment Agent or Parent: (A) the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration cash amount payable to such holder pursuant to Section 1.5(a)(iv2.5(a)(iii) in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Stock Certificate or Book-Entry ShareCertificate; and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration Price may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Price to a Person other than such holder or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b2.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Consideration Price for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry ShareCertificate. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of any cash amount pursuant to Section 1.5(a)(iv2.5(a)(iii), require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably directcustomary form and amount) as indemnity against any claim that may be made against the Paying Payment Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled2. (c) Any portion of the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 2.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv2.5(a)(iii). None of Parent, Acquisition Sub, the Company, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (d) At the Effective Time, holders of Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.62.6. (e) The Paying Agent, Parent, Acquisition Sub and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith is may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodywithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) If any Stock Certificate has not been surrendered by the earlier of: (i) the fifth anniversary of the date on which the Merger becomes effective; or (ii) the date immediately prior to the date on which the cash amount that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of shares of Company Common Stock to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by to which holders of such shares shall become entitled pursuant to Section 1.5(a)(iv)1.5. At or prior to Promptly after the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent shares of Parent Stock and cash in an amount representing sufficient to pay the aggregate Merger Consideration payable pursuant to Section 1.5(a)(iv) in exchange for outstanding shares holders of Company Common Stock to be paid in respect of Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this AgreementStock. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds The cash portion shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to Parent or the holders of the shares of Company Common StockSurviving Corporation. Earnings from such investments shall be the sole and exclusive property of ParentParent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the funds in the Payment Fund will affect any payment obligations of Parent under this Agreement. (b) As soon as reasonably practicable after the Effective Time, Parent the Surviving Corporation shall cause the Paying Agent to mail be mailed to the Persons whoeach Person who was, immediately prior to at the Effective Time, were a holder of record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares entitled to receive the Per Share Merger Consideration pursuant to Section 1.5, a form of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates the certificates evidencing such shares (the “Certificates”) shall pass, only upon proper delivery of such Stock the Certificates to the Paying Agent); ) and (ii) instructions for use in effecting the surrender of Stock the Certificates or Book-Entry Sharespursuant to such letter of transmittal. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Agent for exchangeof a Certificate, together with a duly executed such letter of transmittal (transmittal, duly completed and validly executed in respect of Stock Certificates) or accordance with the receipt by the Paying Agent of an “agent’s message” (or such other evidenceinstructions thereto, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Agent or Parent: (A) pursuant to such instructions, the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Per Share Merger Consideration payable to such holder pursuant to Section 1.5(a)(iv) in full satisfaction of all rights pertaining to the shares for each share of Company Common Stock formerly represented evidenced by such Stock Certificate, and such Certificate or Book-Entry Share; and (B) the Stock Certificate or Book-Entry Share so surrendered shall then be canceled. In No interest shall accrue or be paid on the event of a transfer of ownership Per Share Merger Consideration payable upon the surrender of any shares of Company Common Stock which are not registered in Certificate for the transfer records benefit of the Company, holder of such Certificate. If the payment of the Per Share Merger Consideration may is to be made to a Person other than the holder Person in whose name the surrendered Certificate formerly evidencing shares of Company Common Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered is registered, if any such Stock Certificate shall be endorsed properly endorsed or otherwise be in proper form for transfer, transfer and that the Person requesting such holder payment shall pay any have paid all transfer or 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 surrendered, or establish shall have established to the reasonable satisfaction of Parent that such Tax has Taxes either have been paid or is are not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely only the right to receive the Per Share Merger Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry ShareCertificate. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of any cash amount pursuant to Section 1.5(a)(iv)the Per Share Merger Consideration for each share of Company Common Stock formerly evidenced by such Certificate, require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) Any portion of At any time following the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days twelfth (12th) month after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv). None of Parent, Acquisition Sub, the CompanyEffective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any Merger Consideration which had been made available to the Paying Agent and not disbursed to holders of shares of Company Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to Parent and the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Per Share Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, none of the Surviving Corporation, Parent or the Paying Agent shall be liable to any holder or former holder of a share of Company Common Stock or for any Per Share Merger Consideration delivered in respect of such share to any other Person with respect to any cash amounts properly delivered to any a public official pursuant to any abandoned property, escheat or other similar law. If any Certificates shall not have been surrendered prior to five (5) years after the Effective Time (or immediately prior to such earlier date on which any Per Share Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Body), any amounts payable in respect of such Certificate shall, to the extent permitted by applicable abandoned property law, escheat law become the property of the Surviving Corporation, free and clear of all claims or similar applicable Legal Requirementinterest of any Person previously entitled thereto. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company Common Stock shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of shares of Company Common Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation except as otherwise provided herein or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.6by applicable Law. (e) The Paying AgentEach of the Surviving Corporation, Parent, Parent and Acquisition Sub and the Surviving Corporation shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from any the consideration otherwise payable or otherwise deliverable in the Merger to any holder or former holder of shares of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith it is required to be deducted or withheld therefrom deduct and withhold under the Code Code, or any provision of state, local or foreign Tax law or under any other applicable Legal Requirementtax Law. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodywithheld, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) If any Stock Certificate has not been surrendered by the date immediately prior to the date on which the cash amount that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property holder of the Surviving Corporation, free shares of Company Common Stock in respect of which such deduction and clear of any claim or interest of any Person previously entitled theretowithholding was made.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company to act as exchange agent in the Merger (the “Paying Exchange Agent”) to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to As soon as practicable after the Effective Time, Parent shall deposit, or cause to be deposited, deposit with the Paying Exchange Agent (i) cash in an amount representing equal to the aggregate Merger Consideration cash payable pursuant to Section 1.5(a)(iv2.5(a)(iii), (ii) certificates representing any shares of Parent Common Stock issuable pursuant to Section 2.5(a)(iii) and (iii) cash sufficient to make any payments in exchange for outstanding lieu of fractional shares of Parent Common Stock in accordance with Section 2.5(d), in each case assuming no holder of Company Common Stock to be paid in respect perfects appraisal rights under Section 262 of the DGCL. The cash amounts and any shares of Parent Common Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds so deposited with the Paying Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to herein collectively as the “Payment Exchange Fund.” Such funds The cash in the Exchange Fund shall be invested by the Paying Exchange Agent as directed by Parent, Parent in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the money market funds in the Payment Fund will affect any payment obligations of Parent under this Agreementor similar short-term liquid investments. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Paying Exchange Agent to mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Exchange Agent); , and (ii) instructions for use in effecting the surrender of Stock Certificates or Book-Entry SharesCertificates. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Exchange Agent for exchange, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Exchange Agent or Parent: , (A) the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration payable consideration deliverable to such holder pursuant to Section 1.5(a)(iv2.5(a)(iii) and any cash payment in full satisfaction lieu of all rights pertaining to the shares a fractional share of Company Parent Common Stock formerly represented by such Stock Certificate or Book-Entry Share; in accordance with Section 2.5(d), and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b2.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Per Share Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry ShareCertificate. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment delivery of any cash amount pursuant to Section 1.5(a)(iv)consideration with respect thereto, require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Exchange Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Stock Certificate with respect to any shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Stock Certificate in accordance with this Section 2.6 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Payment Exchange Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 2.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv)delivery of consideration in connection with the Merger. None of Parent, Acquisition Sub, the Company, Neither Parent nor the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly or shares of Parent Common Stock delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (de) At the Effective Time, holders of Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.62.6. (ef) The Paying Agent, Parent, Acquisition Sub Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub Parent or the Surviving Corporation determines in good faith is may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodywithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (fg) If any Stock Certificate has not been surrendered by the earlier of (i) the fifth anniversary of the date on which the Merger becomes effective or (ii) the date immediately prior to the date on which the cash amount consideration that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount consideration shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of Company Shares to receive the funds for purposes of effecting aggregate Offer Price to which such holders shall become entitled pursuant to Section 1.1(b) and the payment of the aggregate Merger Consideration contemplated by to which such holders shall become entitled pursuant to Section 1.5(a)(iv)2.5. At or prior to Substantially concurrent with the Effective Time, Parent or Purchaser shall deposit, or shall cause to be deposited, with the Paying Agent cash in an amount representing sufficient to make payment of the aggregate Offer Price payable pursuant to Section 1.1(b) and the aggregate Merger Consideration payable pursuant to Section 1.5(a)(iv) in exchange for outstanding shares of Company Common Stock to be paid in respect of Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds deposited with the Paying Agent are referred to herein as 2.5 (together, the “Payment Fund.” Such funds ”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by Parent or the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the funds in the Payment Fund will affect any payment obligations of Parent under this AgreementSurviving Corporation. (b) As soon as reasonably practicable Promptly after the Effective Time (but in no event later than five (5) Business Days thereafter), the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, Parent shall cause a holder of record of the Paying Agent Company Shares entitled to mail receive the Merger Consideration pursuant to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): Section 2.5 (i) a form of letter of transmittal (which shall be in reasonable and customary form and containing such provisions as Parent may reasonably shall specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates the certificates evidencing such Company Shares (the “Certificates”) shall pass, only upon proper delivery of such Stock the Certificates (or effective affidavits of loss in lieu thereof in accordance with Section 2.6(e), if applicable) to the Paying Agent); , or a customary agent’s message in respect of Book-Entry Shares and (ii) instructions for use in effecting the surrender of Stock the Certificates or Book-Entry SharesShares pursuant to such letter of transmittal. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Agent for exchangeof Certificates (or effective affidavits of loss in lieu in accordance with Section 2.6(e), together with a duly executed letter of transmittal (in respect of Stock Certificatesif applicable) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) , together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent or Parent: (A) pursuant to such instructions, the holder of such Stock Certificate Certificates or Book-Entry Share Shares shall be entitled to promptly receive in exchange therefor the Merger Consideration payable to such holder pursuant to Section 1.5(a)(iv) in full satisfaction of all rights pertaining to the shares of for each Company Common Stock Share formerly represented evidenced by such Stock Certificate Certificates or Book-Entry Share; Shares, and (B) such Certificates and Book-Entry Shares shall then be canceled. No interest shall accrue or be paid on the Stock Certificate Offer Price payable upon the surrender of any Certificates or Book-Entry Share so surrendered shall be canceledShares, for the benefit such holder. In If the event of a transfer of ownership payment of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may is to be made to a Person other than the holder Person in whose name the Stock surrendered Certificates formerly evidencing the Company Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered is registered, if any such Stock Certificate shall be endorsed properly endorsed or otherwise be in proper form for transfertransfer and that the Person requesting such payment shall have paid all Transfer Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered, and such holder or shall pay any transfer or other similar Taxes or establish have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicable. None of Parent, Purchaser and the Surviving Corporation shall have any liability for the Transfer Taxes described in this Section 2.6(b) under any circumstance. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to a the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b)2.6, each Stock Certificate or and Book-Entry Share shall be deemed, from and deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by Section 2.5. (c) At any time following twelve (12) months after the Effective Time, the Surviving Corporation shall be entitled to represent solely require the right Paying Agent to receive deliver to it any funds which had been made available to the Merger Consideration for each share Paying Agent and not disbursed to holders of Company Common Stock formerly evidenced by such Stock Certificate Certificates, or Book-Entry Share. If any Stock Certificate Shares (including, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition be entitled to look to the payment of any cash amount pursuant Surviving Corporation (subject to Section 1.5(a)(iv)abandoned property, require escheat and other similar Laws) only as general creditors thereof with respect to the owner of such lostMerger Consideration, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim applicable, that may be made against payable upon due surrender of the Paying Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1held by them. Notwithstanding anything to the contrary contained in this Agreementforegoing, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) Any portion of the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv). None of Parent, Acquisition Sub, the Company, neither the Surviving Corporation and nor the Paying Agent shall be liable to any holder of Certificates or former holder Book-Entry Shares for the Merger Consideration delivered in respect of Company Common Stock or such shares to any other Person with respect to any cash amounts properly delivered to any public official Governmental Entity pursuant to any applicable abandoned property lawproperty, escheat law or other similar Laws. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Legal RequirementLaws, the property of the Surviving Corporation or its designee, free and clear of all claims or interest of any Person previously entitled thereto. (d) At the close of business on the Closing Date, the stock transfer books of the Company with respect to the Company Shares shall be closed and thereafter there shall be no further registration of transfers of Company Shares on the records of the Company. From and after the Effective Time, the holders of Stock Certificates or Book-Entry Company Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation except as otherwise provided herein or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.6by applicable Laws. (e) The Paying AgentIf any Certificate shall have been lost, stolen or destroyed, upon the making of an effective affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, which shall include an agreement to indemnify and defend and hold harmless Parent, Acquisition Sub and the Surviving Corporation shall be entitled and the Paying Agent from and against any and all costs, claims, losses, judgments, damages, counsel fees, expenses and liabilities whatsoever which each may suffer, sustain or incur in connection with the failure of any statement, representation or warranty set forth in such affidavit, any payment for or transfer, exchange or delivery of such Certificate and such Person’s inability to deduct and withhold from any consideration payable locate such Certificate, and, if required by Parent or otherwise deliverable to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against Parent, Acquisition Sub or Purchaser, the Surviving Corporation determines in good faith is required or any of their respective Affiliates with respect to such Certificate, the Paying Agent will pay (less any amounts entitled to be deducted or withheld therefrom under pursuant to Section 2.9), in exchange for such lost, stolen or destroyed Certificate, the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and Merger Consideration to be paid over to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) If any Stock Certificate has not been surrendered by the date immediately prior to the date on which the cash amount that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property in respect of the Surviving CorporationCompany Shares formerly represented by such Certificate, free and clear of any claim or interest of any Person previously entitled theretoas contemplated by this Section 2.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company to act as exchange agent in the Merger (the “Paying "Exchange Agent”) to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv"). At or prior to As soon as practicable after the Effective Time, Parent shall deposit, or cause to be deposited, deposit with the Paying Exchange Agent (i) if applicable, cash in an amount representing equal to the aggregate Merger Consideration cash payable pursuant to Section 1.5(a)(iv2.5(a)(iii) as the Cash Component of the Per Share Consideration, (ii) certificates representing any shares of Parent Common Stock issuable pursuant to Section 2.5(a)(iii) or Section 2.5(a)(iv) and (iii) cash sufficient to make any payments in exchange for outstanding lieu of fractional shares of Parent Common Stock in accordance with Section 2.5(c), in each case assuming no holder of Company Common Stock to be paid in respect perfects dissenters’ rights under Chapter 13 of the CGCL. The cash amounts and any shares of Parent Common Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds so deposited with the Paying Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to herein collectively as the “Payment Exchange Fund.” Such funds The cash in the Exchange Fund shall be invested by the Paying Exchange Agent as directed by Parent, Parent in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the money market funds in the Payment Fund will affect any payment obligations of Parent under this Agreementor similar short-term liquid investments. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Paying Exchange Agent to mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated uncertificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including including, in the case of holders of Stock Certificates, a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Exchange Agent); , and (ii) instructions for use in effecting the surrender of Stock Certificates or and Book-Entry Shares. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Exchange Agent for exchange, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Exchange Agent or Parent: , (A) the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration payable consideration deliverable to such holder pursuant to Section 1.5(a)(iv2.5(a)(iii) or Section 2.5 (a)(iv), as applicable, and any cash payment in full satisfaction lieu of all rights pertaining to the shares a fractional share of Company Parent Common Stock formerly represented by such Stock Certificate or Book-Entry Share; in accordance with Section 2.5(c), and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b2.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Per Share Consideration or the Per Share Stock Election Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment delivery of any cash amount pursuant to Section 1.5(a)(iv)consideration with respect thereto, require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Exchange Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Stock Certificate with respect to any shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Stock Certificate in accordance with this Section 2.6 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Payment Exchange Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after first anniversary of the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 2.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv)delivery of consideration in connection with the Merger. None of Parent, Acquisition Sub, the Company, Neither Parent nor the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly or shares of Parent Common Stock delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (de) At the Effective Time, holders of Stock Certificates or and Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.62.6. (ef) The Paying Agent, Parent, Acquisition Sub Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub Parent or the Surviving Corporation determines in good faith is may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodywithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (fg) If any Stock Certificate has not been surrendered by the earlier of (i) the fifth anniversary of the date on which the Merger becomes effective or (ii) the date immediately prior to the date on which the cash amount consideration that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount consideration shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to At the Effective Time, Parent shall designate a bank or trust company : (the “Paying Agent”a) to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in an amount representing the aggregate Merger Consideration payable pursuant to Section 1.5(a)(iv) in exchange for outstanding all shares of Company Common Stock to be paid in respect of Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the funds in the Payment Fund will affect any payment obligations of Parent under this Agreement. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to the Persons who, outstanding immediately prior to the Effective TimeTime shall automatically be canceled and retired and shall cease to exist, were record and all holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Agent); and (ii) instructions for use in effecting the surrender of Stock Certificates or Book-Entry Shares. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Agent for exchange, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Agent or Parent: (A) the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration payable to such holder pursuant to Section 1.5(a)(iv) in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Stock Certificate or Book-Entry Share; and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of any cash amount pursuant to Section 1.5(a)(iv), require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) Any portion of the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv). None of Parent, Acquisition Sub, the Company, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (d) At the Effective Time, holders of Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, ; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock Certificate (a "Company Stock Certificate") is presented to the Paying Agent (as defined in Section 2.6(b)) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.62.6. (b) Prior to the Effective Time, Parent shall designate a reputable bank or trust company to act as agent (the "Paying Agent") for the holders of shares of Company Common Stock to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.5. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. (c) As soon as reasonably practicable after the Effective Time, the Paying Agent will mail to the record holders of Company Common Stock entitled to receive the Merger Consideration (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of the Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive, in exchange for each share of Company Common Stock previously represented by such Company Stock Certificate, the Merger Consideration, and (2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.6(c), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration with respect to each share of Company Common Stock represented by such Company Stock Certificate. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (d) At any time following the 180th day after the Effective Time, the Surviving Corporation may require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to the holders of Company Stock Certificates, and any holder of Company Stock Certificates who has not theretofore surrendered its Company Stock Certificates in accordance with this Section 2.6 shall thereafter look only to Parent as a general creditor of Parent for satisfaction of such holder's claims for the Merger Consideration that may be payable upon due surrender of the Company Stock Certificates held by such holder. (e) The Each of the Paying Agent, Parent, Acquisition Sub Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith is may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodywithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any Merger Consideration that may be 6 payable upon due surrender of any Company Stock Certificate that is delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement. If any Company Stock Certificate has not been surrendered by the earlier of (i) the fifth anniversary of the date on which the Merger becomes effective and (ii) the date immediately prior to the date on which the cash amount that such Company Common Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim all claims or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent Buyer shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of shares of Company Common Stock and Company Preferred Stock to receive the funds for purposes to which holders of effecting the payment of the Merger Consideration contemplated by such shares shall become entitled pursuant to Section 1.5(a)(iv)1.5. At or prior to the Effective TimeTime (subject to Section 1.8(d)), Parent Buyer shall deposit, or shall cause to be deposited, with the Paying Agent cash in an amount representing sufficient to make payment of the aggregate Merger Consideration cash consideration payable pursuant to Section 1.5(a)(iv) in exchange for outstanding shares of Company Common Stock to be paid in respect of Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds deposited with the Paying Agent are referred to herein as 1.5 (the “Payment Fund.” Such funds ”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parentthe Surviving Corporation. (b) Promptly after the Effective Time (but in no event later than five (5) business days thereafter), in its sole discretionthe Surviving Corporation shall cause to be mailed to each Person who was, pending payment thereof by at the Paying Agent to the holders Effective Time, a holder of record of the shares of Company Common Stock. Earnings from such investments shall be Stock or Company Preferred Stock entitled to receive the sole and exclusive property Merger Consideration or Preferred Consideration pursuant to Section 1.5 a form of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the funds in the Payment Fund will affect any payment obligations of Parent under this Agreement. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal (which shall be in reasonable and customary form and containing such provisions as Parent may reasonably shall specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates the certificates evidencing such shares (the “Certificates”) shall pass, only upon proper delivery of such Stock the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent); ) and (ii) instructions for use in effecting the surrender of Stock the Certificates or Book-Entry SharesShares pursuant to such letter of transmittal. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Agent for exchange, together with a duly executed letter of transmittal Certificates (or effective affidavits of loss in respect of Stock Certificateslieu thereof) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) , together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent or Parent: (A) pursuant to such instructions, the holder of such Stock Certificate Certificates or Book-Entry Share Shares shall be entitled to promptly receive in exchange therefor the Merger Consideration for each share of Company Common Stock and the Preferred Consideration for each share of Company Preferred Stock formerly evidenced by such Certificates or Book-Entry Shares, and such Certificates and Book-Entry Shares shall then be canceled. No interest shall accrue or be paid on the Merger Consideration or Preferred Consideration payable upon the surrender of any Certificates or Book-Entry Shares for the benefit of the holder thereof. If any portion of the Merger Consideration or the Preferred Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Paying Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (c) At any time following twelve (12) months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Certificates or Book-Entry Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar Legal Requirements) only as general creditors thereof with respect to any Merger Consideration or Preferred Consideration that may be payable upon due surrender of the Certificates or Book-Entry Shares held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of Certificates or Book-Entry Shares for any Merger Consideration or Preferred Consideration delivered in respect of such share to a public official pursuant to Section 1.5(a)(ivany abandoned property, escheat or other similar Legal Requirements. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Body shall become, to the extent permitted by applicable Legal Requirements, the property of the Surviving Corporation or its designee, free and clear of all claims or interest of any Person previously entitled thereto. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company Common Stock and Company Preferred Stock shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock or Company Preferred Stock on the records of the Company. From and after the Effective Time, the holders of the shares of Company Common Stock and Company Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as otherwise provided herein or by applicable Legal Requirements. All Merger Consideration and Preferred Consideration paid upon the surrender of Certificates or Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock or Company Preferred Stock (as applicable) formerly represented by such Stock Certificate or Book-Entry Share; Shares (as applicable). (e) Each of the Surviving Corporation and (B) the Stock Certificate or Book-Entry Share so surrendered Buyer shall be canceled. In entitled to deduct and withhold (or cause the event Paying Agent to deduct and withhold) from the Merger Consideration or Preferred Consideration payable to any holder of a transfer of ownership of any the shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made or Company Preferred Stock or any other consideration otherwise payable pursuant to a Person other than the holder in whose name the Stock Certificate so surrendered this Agreement such amounts as it is registered, if required by any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, Legal Requirement to deduct and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration withhold with respect to Book-Entry Shares shall only be made Taxes. To the extent that amounts are so withheld and timely paid to a Person in whose name the appropriate Governmental Body, such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b), each Stock Certificate or Book-Entry Share withheld amounts shall be deemed, from and after treated for all purposes of this Agreement as having been paid to the Effective Time, to represent solely holder of the right to receive the Merger Consideration for each share shares of Company Common Stock formerly evidenced by or Company Preferred Stock or other recipient of consideration hereunder in respect of which such Stock Certificate or Book-Entry Share. deduction and withholding was made. (f) If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition upon the making of an affidavit of that fact by the Person claiming such Certificate to the payment of any cash amount pursuant to Section 1.5(a)(iv), require the owner of such be lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver and, if required by the Surviving Corporation, the posting by such Person of a bond (bond, in such sum reasonable amount as Parent Buyer may reasonably direct) , as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation it with respect to such Stock Certificate (which shall not exceed the Merger Consideration or Preferred Consideration payable with respect to such Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement), any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent will pay, in order to receive exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration or Preferred Consideration to which that holder is entitled. (c) Any portion be paid in respect of the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv). None of Parent, Acquisition Sub, the Company, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder shares of Company Common Stock or to any other Person with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property lawCompany Preferred Stock formerly represented by such Certificate, escheat law or similar applicable Legal Requirement. (d) At the Effective Time, holders of Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in contemplated by this Section 1.6. (e) The Paying Agent, Parent, Acquisition Sub and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith is required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) If any Stock Certificate has not been surrendered by the date immediately prior to the date on which the cash amount that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to At the Effective Time, Parent shall designate a bank or trust company : (the “Paying Agent”i) to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in an amount representing the aggregate Merger Consideration payable pursuant to Section 1.5(a)(iv) in exchange for outstanding all shares of Company Common Stock to be paid in respect of Stock Certificates issued and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the funds in the Payment Fund will affect any payment obligations of Parent under this Agreement. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to the Persons who, outstanding immediately prior to the Effective TimeTime shall automatically be canceled and retired and shall cease to exist, were record and all holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Agent); and (ii) instructions for use in effecting the surrender of Stock Certificates or Book-Entry Shares. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Agent for exchange, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Agent or Parent: (A) the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration payable to such holder pursuant to Section 1.5(a)(iv) in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Stock Certificate or Book-Entry Share; and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of any cash amount pursuant to Section 1.5(a)(iv), require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) Any portion of the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv). None of Parent, Acquisition Sub, the Company, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (d) At the Effective Time, holders of Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company, ; and (ii) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If. (b) At or prior to the Effective Time, Parent shall irrevocably deposit or cause to be deposited with a reputable bank or trust company appointed by Parent and reasonably acceptable to the Company (the “Exchange Agent”), as agent for the holders of shares of Company Common Stock to be cancelled and converted in accordance with Section 1.6, cash in an amount sufficient to enable the Exchange Agent to make payments pursuant to Section 1.6 to holders of Company Common Stock issued and outstanding immediately prior to the Effective Time. (c) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the record holders of a valid certificate or certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock converted in the Merger (each a “Company Stock Certificate”) (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon actual delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon surrender of a Company Stock Certificate is presented to the Surviving Corporation Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such Company Stock Certificate shall be canceled entitled to receive, in exchange for each share of Company Common Stock previously represented by such Company Stock Certificate, the Merger Consideration, and (2) such Company Stock Certificate so surrendered shall be exchanged canceled. Until surrendered as provided in contemplated by this Section 1.61.8(c), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration with respect to each share of Company Common Stock represented by such Company Stock Certificate. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (d) At any time following one (1) year after the Effective Time, Parent may require the Exchange Agent to deliver to it any funds which had been made available to the Exchange Agent and not disbursed to the holders of Company Stock Certificates, and any holder of Company Stock Certificates who has not theretofore surrendered its Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent and the Surviving Corporation with respect to the cash amounts payable upon surrender of Company Stock Certificates held by such holder. (e) The Paying If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the shares represented by such Company Stock Certificate or Certificates surrendered in exchange therefore, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (f) Each of the Exchange Agent, Parent, Acquisition Sub Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith is may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”) or any provision of state, local or foreign Tax tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodywithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (fg) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any Merger Consideration that may be payable upon due surrender of any Company Stock Certificate that is delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement. If any Company Stock Certificate has not been surrendered by the earlier of (i) the fifth (5th) anniversary of the Effective Date and (ii) the date immediately prior to the date on which the cash amount that such Company Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim all claims or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company to act as exchange agent in the Merger (the “Paying Exchange Agent”) to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to As soon as practicable after the Effective Time, Parent shall deposit, or cause to be deposited, deposit with the Paying Exchange Agent (i) if applicable, cash in an amount representing equal to the aggregate Merger Consideration cash payable pursuant to Section 1.5(a)(iv2.5(a)(iii) as the Cash Component of the Per Share Consideration, (ii) certificates representing any shares of Parent Common Stock issuable pursuant to Section 2.5(a)(iii) or Section 2.5(a)(iv) and (iii) cash sufficient to make any payments in exchange for outstanding lieu of fractional shares of Parent Common Stock in accordance with Section 2.5(c), in each case assuming no holder of Company Common Stock to be paid in respect perfects dissenters’ rights under Chapter 13 of the CGCL. The cash amounts and any shares of Parent Common Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds so deposited with the Paying Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to herein collectively as the “Payment Exchange Fund.” Such funds The cash in the Exchange Fund shall be invested by the Paying Exchange Agent as directed by Parent, Parent in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the money market funds in the Payment Fund will affect any payment obligations of Parent under this Agreementor similar short-term liquid investments. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Paying Exchange Agent to mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated uncertificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including including, in the case of holders of Stock Certificates, a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Exchange Agent); , and (ii) instructions for use in effecting the surrender of Stock Certificates or and Book-Entry Shares. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Exchange Agent for exchange, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Exchange Agent or Parent: , (A) the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration payable consideration deliverable to such holder pursuant to Section 1.5(a)(iv2.5(a)(iii) or Section 2.5 (a)(iv), as applicable, and any cash payment in full satisfaction lieu of all rights pertaining to the shares a fractional share of Company Parent Common Stock formerly represented by such Stock Certificate or Book-Entry Share; in accordance with Section 2.5(c), and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b2.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Per Share Consideration or the Per Share Stock Election Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment delivery of any cash amount pursuant to Section 1.5(a)(iv)consideration with respect thereto, require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Exchange Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Stock Certificate with respect to any shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Stock Certificate in accordance with this Section 2.6 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Payment Exchange Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after first anniversary of the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 2.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv)delivery of consideration in connection with the Merger. None of Parent, Acquisition Sub, the Company, Neither Parent nor the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly or shares of Parent Common Stock delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (de) At the Effective Time, holders of Stock Certificates or and Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.62.6. (ef) The Paying Agent, Parent, Acquisition Sub Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub Parent or the Surviving Corporation determines in good faith is may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodywithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (fg) If any Stock Certificate has not been surrendered by the earlier of (i) the fifth anniversary of the date on which the Merger becomes effective or (ii) the date immediately prior to the date on which the cash amount consideration that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount consideration shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “"Paying Agent”") to receive for the funds for purposes holders of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in an amount representing the aggregate Merger Consideration payable pursuant to Section 1.5(a)(iv) in exchange for outstanding shares of Company Common Stock to be paid in respect receive the funds to which holders of Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreementsuch shares shall become entitled pursuant to Section 2.5. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds shall be invested by the Paying Agent as directed by Parentthe Surviving Corporation. (b) Promptly after the Effective Time, in its sole discretionthe Surviving Corporation shall cause to be mailed to each Person who was, pending payment thereof by at the Paying Agent to the holders Effective Time, a holder of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders record of shares of Company Common Stock. No loss Stock entitled to receive the funds in the Payment Fund will affect any payment obligations Merger Consideration pursuant to Section 2.5 a form of Parent under this Agreement. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates the certificates evidencing such shares (the "Certificates") shall pass, only upon proper delivery of such Stock the Certificates to the Paying Agent); ) and (ii) instructions for use in effecting the surrender of Stock the Certificates or Book-Entry Sharespursuant to such letter of transmittal. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Agent for exchangeof a Certificate, together with a duly executed such letter of transmittal (transmittal, duly completed and validly executed in respect of Stock Certificates) or accordance with the receipt by the Paying Agent of an “agent’s message” (or such other evidenceinstructions thereto, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Agent or Parent: (A) pursuant to such instructions, the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration payable to such holder pursuant to Section 1.5(a)(iv) in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Stock Certificate or Book-Entry Share; and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate, and such Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of any cash amount pursuant to Section 1.5(a)(iv), require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may then be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Stock Certificatecanceled. No interest shall accrue or be paid or will accrue on the Merger Consideration payable upon the surrender of any cash payable to holders Certificate for the benefit of Stock Certificates or Book-Entry Shares pursuant the holder of such Certificate. If the payment equal to the provisions Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate formerly evidencing shares of this Section 1. Notwithstanding anything to Company Common Stock is registered on the contrary contained stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in this Agreement, any holder proper form for transfer and that the Person requesting such payment shall have paid all transfer and other similar Taxes required by reason of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter the payment of transmittal to the Paying Agent in order to receive the Merger Consideration to which a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation that holder is entitledsuch Taxes either have been paid or are not applicable. (c) Any portion of At any time following the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days sixth month after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv). None of Parent, Acquisition Sub, the CompanyEffective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of shares of Company Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder or former holder of a share of Company Common Stock or for any Merger Consideration delivered in respect of such share to any other Person with respect to any cash amounts properly delivered to any a public official pursuant to any applicable abandoned property lawproperty, escheat law or other similar applicable Legal Requirementlaw. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company Common Stock shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of shares of Company Common Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation except as otherwise provided herein or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.6by applicable law. (e) The Paying AgentSurviving Corporation, Parent, Parent and Acquisition Sub and the Surviving Corporation shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from any consideration the Merger Consideration payable or otherwise deliverable to any holder or former holder of shares of Company Common Stock pursuant to this Agreement or Company Options such amounts as the Paying Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith it is required by any Legal Requirement to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirementdeduct and withhold with respect to Taxes. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodywithheld, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) If any Stock Certificate has not been surrendered by the date immediately prior to the date on which the cash amount that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property holder of the Surviving Corporation, free shares of Company Common Stock or Company Options in respect of which such deduction and clear of any claim or interest of any Person previously entitled theretowithholding was made.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company (the “Paying Agent”) to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, will deposit with the Paying Exchange Agent (i) cash in an amount representing equal to the aggregate Merger Consideration amount of cash payable pursuant to Sections 2.5 and 2.6, (ii) certificates representing shares of Parent Common Stock issuable pursuant to Sections 2.5 and 2.6, and (iii) cash sufficient to make any payments in lieu of fractional shares of Parent Common Stock that would have been payable with respect to Company Common Stock but for Section 1.5(a)(iv) 2.5(d), in exchange each case excluding amounts applicable to Dissenting Shares. The cash amounts and any shares of Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” The cash in the Exchange Fund will be invested by the Exchange Agent as directed by Parent in money market funds or similar short-term liquid investments pursuant to the terms of the Exchange Agent Agreement. The Exchange Fund shall not be used for outstanding shares any other purpose. Parent shall promptly replace or restore or shall cause the prompt replacement or restoration of the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make such payments required under Section 2. Nothing contained in this Section 2.8 and no investment losses resulting from investment of the funds deposited with the Exchange Agent shall diminish the rights of any holder of Company Common Stock to be paid in respect of Stock Certificates and Book-Entry Shares by receive the Paying Agent in accordance with this Agreement. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the funds in the Payment Fund will affect any payment obligations of Parent under this AgreementMerger Consideration. (b) As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause will instruct the Paying Exchange Agent to mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated uncertificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal (the “Letter of Transmittal”) in customary form and containing such provisions as Parent may reasonably specify (including including, in the case of holders of Certificates, a provision confirming that delivery of Stock Certificates shall will be effected, and risk of loss and title to Stock Certificates shall will pass, only upon delivery of such Stock Certificates to the Paying Exchange Agent); , and (ii) instructions for use in effecting the surrender of Stock Certificates or and Book-Entry Shares. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Exchange Agent for exchange, together with a duly executed letter Letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) Transmittal and such other documents as may be reasonably required by the Paying Exchange Agent or Parent: , (A) the holder of such Stock Certificate or Book-Entry Share shall will be entitled to promptly receive in exchange therefor the Merger Consideration payable deliverable to such holder pursuant to Section 1.5(a)(iv) Sections 2.5 and 2.6 and any cash payment in full satisfaction lieu of all rights pertaining to the shares a fractional share of Company Parent Common Stock formerly represented by such Stock Certificate or Book-Entry Share; in accordance with Section 2.5(d), and (B) the Stock Certificate or Book-Entry Share so surrendered shall will be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b2.8(b), each Stock Certificate or Book-Entry Share shall will be deemed, from and after the Effective Time, to represent solely the right to receive the applicable Merger Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate shall have has been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment delivery of any cash amount pursuant to Section 1.5(a)(iv)Merger Consideration with respect thereto, require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Exchange Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to any shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Certificate in accordance with this Section 2.8 (at which time such holder will be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Payment Exchange Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after first anniversary of the date on which the Merger becomes effective shall Effective Time will be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 shall 2.8 will thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv). None delivery of Parent, Acquisition Sub, the Company, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal RequirementMerger Consideration. (de) At the Effective Time, holders of Stock Certificates or and Book-Entry Shares that were outstanding immediately prior to the Effective Time shall will cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall will be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall will be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate or Book-Entry Share is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall or Book-Entry Share will be canceled and shall will be exchanged as provided in this Section 1.6. (e) The Paying Agent, Parent, Acquisition Sub and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith is required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid2.8. (f) If To the extent permitted by applicable Legal Requirements, if any Stock Certificate has not been surrendered by the earlier of (i) the fifth anniversary of the Effective Time or (ii) the date immediately prior to the date on which the cash amount consideration that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, consideration will become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto. (g) Neither Parent nor the Surviving Corporation will be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any Merger Consideration (or dividends or distributions with respect to shares of Parent Common Stock included in such Merger Consideration) delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Surrender of Certificates; Stock Transfer Books. (a) Prior to At the Effective Time, Parent shall designate a bank or trust company : (the “Paying Agent”a) to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in an amount representing the aggregate Merger Consideration payable pursuant to Section 1.5(a)(iv) in exchange for outstanding all shares of Company Common Stock to be paid in respect of Stock Certificates issued and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the funds in the Payment Fund will affect any payment obligations of Parent under this Agreement. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to the Persons who, outstanding immediately prior to the Effective TimeTime shall automatically be canceled and retired and shall cease to exist, were record and subject to Section 1.8, all holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Agent); and (ii) instructions for use in effecting the surrender of Stock Certificates or Book-Entry Shares. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Agent for exchange, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Agent or Parent: (A) the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration payable to such holder pursuant to Section 1.5(a)(iv) in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Stock Certificate or Book-Entry Share; and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of any cash amount pursuant to Section 1.5(a)(iv), require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) Any portion of the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv). None of Parent, Acquisition Sub, the Company, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (d) At the Effective Time, holders of Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, ; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock Certificate (a “Company Stock Certificate”) is presented to the Exchange Agent (as defined in Section 1.7(b)) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.61.7. (eb) The Paying Prior to the Effective Time, (i) Parent shall enter into an agreement with a reputable bank or trust company to act as agent (the “Exchange Agent”) for the holders of shares of Company Common Stock which shall provide that the Parent shall deposit with the Exchange Agent at the Effective Time for the benefit of holders of shares of Company Stock issued and outstanding immediately prior to the Effective Time for exchange in accordance with Section 1.5 and (ii) Parent shall deposit with the Exchange Agent cash amounts sufficient to enable the Exchange Agent to make payments pursuant to Section 1.5 to holders of Company Common Stock issued and outstanding immediately prior to the Effective Time. (c) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Company Common Stock entitled to receive the Merger Consideration (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of the Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, Acquisition Sub and (1) the Surviving Corporation holder of such Company Stock Certificate shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder receive, in exchange for each share of Company Common Stock pursuant to this Agreement previously represented by such amounts as Company Stock Certificate, the Paying AgentMerger Consideration, Parent, Acquisition Sub or and (2) the Surviving Corporation determines in good faith is required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that any such amounts are Company Stock Certificate so deducted or withheld and paid over to the appropriate Governmental Body, such amounts surrendered shall be treated for all purposes under canceled. Until surrendered as contemplated by this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) If any Section 1.7(c), each Company Stock Certificate has not been surrendered by (other than Appraisal Shares) shall be deemed, from and after the date immediately prior Effective Time, to the date on which the cash amount that such Stock Certificate represents represent only the right to receive would otherwise escheat the Merger Consideration with respect to each share of Company Common Stock represented by such Company Stock Certificate. If any Company Stock Certificate shall have been lost, stolen or become the property of any Governmental Bodydestroyed, then such cash amount shallParent may, in its discretion and as a condition precedent to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.the

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company (the “Paying Agent”) to receive the funds for purposes of effecting the payment and distribution of the Merger Consideration Price contemplated by Section 1.5(a)(iv1.6(a)(iv). At or prior to Promptly after the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in an amount representing sufficient to pay the aggregate Merger Consideration Price payable pursuant to Section 1.5(a)(iv1.6(a)(iv) in exchange for outstanding shares of Company Common Stock to be paid in respect of Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this AgreementStock. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds The Payment Fund shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock; provided, however, that no gain or loss thereon shall affect the amounts payable hereunder and Parent shall take all actions necessary to ensure that the Payment Fund includes cash sufficient to satisfy the Parent’s obligation to pay the Merger Price under this Agreement. In the event the Payment Fund is diminished below the level required for the Paying Agent to make prompt cash payments as required under Section 1.7(b), the Parent shall, or shall cause the Surviving Corporation to, deposit additional cash into the Payment Fund in an amount equal to the deficiency in the amount required to make such payments. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to Parent or the funds Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, incurred by it in connection with the Payment Fund will affect any payment obligations exchange of Parent under shares of Company Common Stock for the Merger Price and other amounts contemplated by this Agreement. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Paying Agent to mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Agent); and (ii) instructions for use in effecting the surrender of Stock Certificates or Book-Entry Shares. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Agent for exchange, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Agent or Parent: (A) the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration Price payable to such holder pursuant to Section 1.5(a)(iv1.6(a)(iv) in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Stock Certificate or Book-Entry Share; and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration Price may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any fiduciary or surety bonds or any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration Price with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b1.7(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Consideration Price for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of any cash amount pursuant to Section 1.5(a)(iv1.6(a)(iv), require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) Any portion of the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days that is 12 months after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 1.7 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv1.6(a)(iv). None of Parent, Acquisition Sub, the Company, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (d) At the Effective Time, holders of Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.61.7. (e) The Paying Agent, Parent, Acquisition Sub and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith is required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirementlaw. To the extent that any such amounts are so deducted or withheld withheld, and paid over to duly and timely deposited with the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) If any Stock Certificate has not been surrendered by the date immediately prior to the date on which the cash amount that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company (the “Paying Agent”) to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in an amount representing the aggregate Merger Consideration payable pursuant to Section 1.5(a)(iv) in exchange for outstanding shares of Company Common Stock to be paid in respect of Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the funds in the Payment Fund will affect any payment obligations of Parent under this Agreement. (b) As soon as reasonably practicable Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Paying Agent to mail or otherwise deliver to each holder as of the Persons who, Effective Time of certificates which immediately prior to the Effective Time, were record holders of certificates representing Time represented shares of Company Common Capital Stock (“Stock the "Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i") a form of letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock the Certificates shall pass, only upon proper delivery of such Stock the Certificates to the Paying Agent); ) and (ii) instructions for use in effecting the surrender of Stock the Certificates or Book-Entry Sharesand payment therefor. Such letter of transmittal shall also bind such holder to the provisions of 11.18 hereof and shall include a release by such Stockholder of the Company, its Subsidiaries, their respective predecessors, successors and assigns, and the directors and officers of the foregoing. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Agent for exchangeof a Certificate, together with a duly executed such letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidenceduly executed and Spousal Consent, if anyapplicable, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Agent or Parent: (A) described below, the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive paid in exchange therefor cash in an amount equal to the product obtained by multiplying the number of shares of Capital Stock evidenced by such Certificate by the amount of the Net Merger Consideration payable to such holder pursuant to Section 1.5(a)(iv) in full satisfaction of all rights pertaining to and the shares of Company Common Stock formerly represented by such Stock Certificate or Book-Entry Share; and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceledcancelled. In If the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment portion of the Merger Consideration may is to be made paid to a Person other than the holder Person in whose name the Stock Certificate so surrendered is registered, if any it shall be a condition of exchange that such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, transfer and that the Person requesting such holder exchange shall pay any transfer or other similar Taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Company that such Tax has been paid or is not applicable. Payment To the extent a Stockholder is married and the Capital Stock constitutes community property or otherwise is owned or held in a manner that requires spousal or other approval for such surrender to be legal, valid and binding, it shall be a condition of the Merger Consideration with respect to Book-Entry Shares shall only be made to exchange that such spouse has executed a spousal consent in substantially the form annexed hereto as Exhibit B (a "Spousal Consent"), which provides, generally, that the surrender and exchange have been duly authorized and constitute a valid and binding agreement of such Stockholder's spouse or the Person giving such approval, enforceable against such spouse or Person in whose name such Book-Entry Shares are registeredaccordance with its terms. Until surrendered as contemplated by this Section 1.6(b1.04(a), each Stock Certificate or Book-Entry Share shall be deemed, from and after deemed as of the Effective Time, Time of the Merger to represent solely only the right to receive the Merger Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate shall have been lostreceive, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of any cash amount pursuant to Section 1.5(a)(iv), require the owner upon surrender of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) Any portion of the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 1.04(a), the consideration into which the shares represented by such Certificate shall thereafter look only to Parent for satisfaction of their claims for payment have been converted pursuant to this Section 1.5(a)(iv1.04(a). None of Parent, Acquisition Sub, the Company, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (db) At the Effective Time, holders of Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders Each of the CompanySurviving Corporation, Purchaser and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.6. (e) The Paying Agent, Parent, Acquisition Sub and the Surviving Corporation Subsidiary shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from any the consideration otherwise payable or otherwise deliverable in the Merger to any holder or former holder of Company Common shares of Capital Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith it is required to be deduct and withhold with respect to Taxes; provided, however, the Surviving Corporation, Purchaser or Acquisition Subsidiary, as the case may be, promptly pays when due such amount deducted and withheld to the appropriate Governmental or withheld therefrom under Regulatory Authority for the Code or any provision account of state, local or foreign Tax law or under any other applicable Legal Requirementsuch holder. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodypaid, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to whom holder of the shares of Capital Stock in respect of which such amounts would otherwise have been paiddeduction and withholding was made. (fc) If any At the close of business on the Closing Date, the stock transfer books of the Company with respect to the shares of Capital Stock Certificate has not been surrendered by shall be closed and thereafter there shall be no further registration of transfers of shares of Capital Stock on the date records of the Company. From and after the Closing, the holders of shares of Capital Stock outstanding immediately prior to the date on which Closing shall cease to have any rights with respect to such shares except as otherwise provided herein or by applicable Law. (d) Any portion of the cash amount that such Stock Certificate represents Exchange Amount (including the right to receive would otherwise escheat to or become the property proceeds of any Governmental Body, then such cash amount shall, investments thereof) that remains unclaimed by the Stockholders after six (6) months following the Effective Time shall be repaid to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation. Any Stockholders who have not theretofore complied with Section 1.03 or this Section 1.04 shall thereafter look only to the Surviving Corporation for payment for their Certificates, free and clear without any interest thereon. Further, none of the Purchaser, Acquisition Subsidiary or the Surviving Corporation shall be liable to any claim former Stockholder for any portion of the Merger Consideration or interest of thereon properly delivered to a public official pursuant to any Person previously entitled theretoapplicable abandoned property, escheat or similar Law.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate select a reputable bank or trust company to act as exchange agent in the Merger (the “Paying "Exchange Agent”) to receive the funds for purposes of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv"). At or prior to As soon as practicable after the Effective Time, Parent shall deposit, or cause to be deposited, deposit with the Paying Exchange Agent cash in an amount (i) certificates representing the aggregate Merger Consideration payable shares of Parent Common Stock issuable pursuant to this Section 1.5(a)(iv2, and (ii) cash sufficient to make payments in exchange for outstanding lieu of fractional shares in accordance with Section 2.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) At the Effective Time: (a) all shares of Company Common Capital Stock to be paid in respect of Stock Certificates issued and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of the certificates representing shares of Company Common Stock. Earnings from such investments Capital Stock that were issued and outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue closed with respect to the benefit of holders of all shares of Company Common StockCapital Stock issued and outstanding immediately prior to the Effective Time. No loss further transfer of any such shares of Company Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Capital Stock (a "Company Stock Certificate") is presented to the funds Exchange Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in the Payment Fund will affect any payment obligations of Parent under this AgreementSection 2.6. (bc) As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent to mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Capital Stock entitled to receive Parent Common Stock pursuant to Sections 2.5(a)(iii) and (“Stock Certificates”iv) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of the Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Paying Exchange Agent); , and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book-Entry Sharesin exchange for certificates representing Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock). Upon surrender of a Company Stock Certificate or a Book-Entry Share to the Paying Exchange Agent for exchange, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Exchange Agent or Parent: , (A1) the holder of such Company Stock Certificate or Book-Entry Share shall be entitled to promptly receive receive, in exchange therefor the Merger Consideration payable to such holder pursuant to Section 1.5(a)(iv) in full satisfaction of all rights pertaining to the shares for each share of Company Common Capital Stock formerly previously represented by such Company Stock Certificate, a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 2.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Company Stock Certificate or Book-Entry Share; and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b2.6(c), each Company Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely only the right to receive the Merger Consideration for shares of Parent Common Stock with respect to each share of Company Common Capital Stock formerly evidenced represented by such Company Stock Certificate or Book-Entry Share(and cash in lieu of any fractional share of Parent Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment issuance of any cash amount pursuant to Section 1.5(a)(iv)certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) direct as indemnity against any claim that may be made against the Paying Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. ). (d) No interest dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 12.6 (at which time such holder shall 12. Notwithstanding anything be entitled, subject to the contrary contained in this Agreementeffect of applicable escheat or similar laws, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitledall such dividends and distributions, without interest). (ce) Any portion of the Payment Exchange Fund that remains undistributed to holders of Company Stock Certificates or Book-Entry Shares as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders holder of a Company Stock Certificates or Book-Entry Shares who have Certificate that has not theretofore surrendered their its Company Stock Certificates or Book-Entry Shares Certificate in accordance with this Section 1.6 2.6 shall thereafter look only to Parent as a general creditor of Parent for satisfaction of their claims such holder's claim for payment pursuant to Section 1.5(a)(iv). None Parent Common Stock, cash in lieu of Parent, Acquisition Sub, the Company, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder fractional shares of Company Parent Common Stock and any dividends or to any other Person distributions with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal RequirementParent Common Stock. (df) At the Effective Time, holders of Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders Each of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.6. (e) The Paying Exchange Agent, Parent, Acquisition Sub Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith is may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodywithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (fg) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Capital Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amount, that is delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement. If any Company Stock Certificate has not been surrendered by the earlier of (i) the fifth anniversary of the date on which the Merger becomes effective or (ii) the date immediately prior to the date on which the any shares of Parent Common Stock (or dividends or distributions with respect thereto, or cash amount in lieu of a fractional share) that such Company Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such shares of Parent Common Stock (or dividends or distributions with respect thereto, or cash amount in lieu of a fractional share) shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”"PAYING AGENT") to receive for the funds for purposes holders of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in an amount representing the aggregate Merger Consideration payable pursuant to Section 1.5(a)(iv) in exchange for outstanding shares of Company Common Stock to be paid in respect receive the funds to which holders of Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreementsuch shares shall become entitled pursuant to Section 2.5. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds shall be invested by the Paying Agent as directed by Parentthe Surviving Corporation. (b) Promptly after the Effective Time, in its sole discretionthe Surviving Corporation shall cause to be mailed to each Person who was, pending payment thereof by at the Paying Agent to the holders Effective Time, a holder of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders record of shares of Company Common Stock. No loss Stock entitled to receive the funds in the Payment Fund will affect any payment obligations Merger Consideration pursuant to Section 2.5 a form of Parent under this Agreement. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates the certificates evidencing such shares (the "CERTIFICATES") shall pass, only upon proper delivery of such Stock the Certificates to the Paying Agent); ) and (ii) instructions for use in effecting the surrender of Stock the Certificates or Book-Entry Sharespursuant to such letter of transmittal. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Agent for exchangeof a Certificate, together with a duly executed such letter of transmittal (transmittal, duly completed and validly executed in respect of Stock Certificates) or accordance with the receipt by the Paying Agent of an “agent’s message” (or such other evidenceinstructions thereto, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Agent or Parent: (A) pursuant to such instructions, the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration payable to such holder pursuant to Section 1.5(a)(iv) in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Stock Certificate or Book-Entry Share; and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate, and such Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of any cash amount pursuant to Section 1.5(a)(iv), require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may then be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Stock Certificatecanceled. No interest shall accrue or be paid or will accrue on the Merger Consideration payable upon the surrender of any cash payable to holders Certificate for the benefit of Stock Certificates or Book-Entry Shares pursuant the holder of such Certificate. If the payment equal to the provisions Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate formerly evidencing shares of this Section 1. Notwithstanding anything to Company Common Stock is registered on the contrary contained stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in this Agreement, any holder proper form for transfer and that the Person requesting such payment shall have paid all transfer and other similar Taxes required by reason of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter the payment of transmittal to the Paying Agent in order to receive the Merger Consideration to which a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation that holder is entitledsuch Taxes either have been paid or are not applicable. (c) Any portion of At any time following the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days sixth month after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv). None of Parent, Acquisition Sub, the CompanyEffective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of shares of Company Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder or former holder of a share of Company Common Stock or for any Merger Consideration delivered in respect of such share to any other Person with respect to any cash amounts properly delivered to any a public official pursuant to any applicable abandoned property lawproperty, escheat law or other similar applicable Legal Requirementlaw. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company Common Stock shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of shares of Company Common Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation except as otherwise provided herein or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.6by applicable law. (e) The Paying AgentSurviving Corporation, Parent, Parent and Acquisition Sub and the Surviving Corporation shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from any consideration the Merger Consideration payable or otherwise deliverable to any holder or former holder of shares of Company Common Stock pursuant to this Agreement or Company Options such amounts as the Paying Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith it is required by any Legal Requirement to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirementdeduct and withhold with respect to Taxes. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodywithheld, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) If any Stock Certificate has not been surrendered by the date immediately prior to the date on which the cash amount that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property holder of the Surviving Corporation, free shares of Company Common Stock or Company Options in respect of which such deduction and clear of any claim or interest of any Person previously entitled theretowithholding was made.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company (the “Paying Payment Agent”) to receive the funds for purposes of effecting that such holders become entitled to receive pursuant to Section 2.5(a)(iii) (the payment of “Payment Fund”). The Payment Fund shall be invested by the Merger Consideration contemplated Payment Agent, as directed by Section 1.5(a)(iv)Parent, in U.S. Treasury securities or similar securities. At or prior to the Effective Time, Parent or Acquisition Sub shall deposit, or cause to be deposited, with the Paying Payment Agent cash in an amount representing the aggregate Merger Consideration payable consideration to which holders of shares shall be entitled at the Effective Time pursuant to Section 1.5(a)(iv) in exchange for outstanding shares of Company Common Stock to be paid in respect of Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreement. Such funds Without limiting Section 2.6(c), the deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds consideration shall not be invested used for any purpose not contemplated by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the funds in the Payment Fund will affect any payment obligations of Parent under this Agreement. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Payment Agent to mail to the Persons who, immediately prior to the Effective Time, were record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated uncertificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) in the case of holders of Stock Certificates, a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Payment Agent); ) and (ii) instructions for use in effecting the surrender of Stock Certificates or and Book-Entry Shares. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Payment Agent for exchange, together with a duly executed letter of transmittal (in respect of Stock Certificates) or the receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Payment Agent or Parent: , (A) the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration cash amount payable to such holder pursuant to Section 1.5(a)(iv) in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Stock Certificate or Book-Entry Share; 2.5(a)(iii), and (B) the Stock Certificate or Book-Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the holder in whose name the Stock Certificate so surrendered is registered, if any such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and such holder shall pay any transfer or other similar Taxes or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b2.6(b), except as otherwise provided in Section 2.7, each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely the right to receive the Merger Consideration Price for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its sole discretion and as a condition to the payment of any cash amount pursuant to Section 1.5(a)(iv2.5(a)(iii), require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Payment Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) Any portion of the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 2.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv2.5(a)(iii). None of Parent, Acquisition Sub, the Company, Neither Parent nor the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar applicable Legal Requirement. (d) At the Effective Time, holders of Stock Certificates or and Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.62.6. (e) The Paying Agent, Parent, Acquisition Sub Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub Parent or the Surviving Corporation determines in good faith is may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodywithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) If any Stock Certificate has not been surrendered by the earlier of (i) the sixth anniversary of the date on which the Merger becomes effective or (ii) the date immediately prior to the date on which the cash amount that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) to receive for the funds for purposes holders of effecting the payment of the Merger Consideration contemplated by Section 1.5(a)(iv). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in an amount representing the aggregate Merger Consideration payable pursuant to Section 1.5(a)(iv) in exchange for outstanding shares of Company Common Stock to be paid in respect receive the funds to which holders of Stock Certificates and Book-Entry Shares by the Paying Agent in accordance with this Agreementsuch shares shall become entitled pursuant to Section 2.1. Such funds deposited with the Paying Agent are referred to herein as the “Payment Fund.” Such funds shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to Parent or the holders of the shares of Company Common StockSurviving Corporation. Earnings from such investments shall be the sole and exclusive property of ParentParent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. No loss to the funds in the Payment Fund will affect any payment obligations of Parent under this Agreement. (b) As soon as reasonably practicable after the Effective Time, Parent the Surviving Corporation shall cause the Paying Agent to mail be mailed to the Persons whoeach Person who was, immediately prior to at the Effective Time, were a holder of record holders of certificates representing shares of Company Common Stock (“Stock Certificates”) or non-certificated shares entitled to receive the Merger Consideration pursuant to Section 2.1, a form of Company Common Stock represented by book-entry (“Book-Entry Shares”) (in each case, other than Disregarded Shares and Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates the certificates evidencing such shares (the “Certificates”) shall pass, only upon proper delivery of such Stock the Certificates to the Paying Agent); ) and (ii) instructions for use in effecting the surrender of Stock the Certificates or Book-Entry Sharespursuant to such letter of transmittal. Upon surrender of a Stock Certificate or a Book-Entry Share to the Paying Agent for exchangeof a Certificate, together with a duly executed such letter of transmittal (transmittal, duly completed and validly executed in respect of Stock Certificates) or accordance with the receipt by the Paying Agent of an “agent’s message” (or such other evidenceinstructions thereto, if any, of transfer as the Paying Agent may reasonably request) (in respect of Book-Entry Shares) and such other documents as may be reasonably required by the Paying Agent or Parent: (A) pursuant to such instructions, the holder of such Stock Certificate or Book-Entry Share shall be entitled to promptly receive in exchange therefor the Merger Consideration payable to such holder pursuant to Section 1.5(a)(iv) in full satisfaction of all rights pertaining to the shares for each share of Company Common Stock formerly represented evidenced by such Stock Certificate, and such Certificate or Book-Entry Share; and (B) the Stock Certificate or Book-Entry Share so surrendered shall then be canceled. In No interest shall accrue or be paid on the event of a transfer of ownership Merger Consideration payable upon the surrender of any shares of Company Common Stock which are not registered in Certificate for the transfer records benefit of the Company, holder of such Certificate. If the payment of the Merger Consideration may is to be made to a Person other than the holder Person in whose name the surrendered Certificate formerly evidencing shares of Company Common Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered is registered, if any such Stock Certificate shall be endorsed properly endorsed or otherwise be in proper form for transfer, transfer and that the Person requesting such holder payment shall pay any have paid all transfer or 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 surrendered, or establish shall have established to the reasonable satisfaction of Parent Acquisition Sub that such Tax has Taxes either have been paid or is are not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to a Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.6(b2.2(b), each Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent solely only the right to receive the Merger Consideration for each share of Company Common Stock formerly evidenced by such Stock Certificate or Book-Entry ShareCertificate. If any Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of any cash amount pursuant to Section 1.5(a)(iv)the Merger Consideration for each share of Company Common Stock formerly evidenced by such Certificate, require the owner of such lost, stolen or destroyed Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Stock Certificates or Book-Entry Shares pursuant to the provisions of this Section 1. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Stock Certificate or a signed letter of transmittal to the Paying Agent in order to receive the Merger Consideration to which that holder is entitled. (c) Any portion of At any time following the Payment Fund that remains undistributed to holders of Stock Certificates or Book-Entry Shares as of the date 180 days sixth (6th) month after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Stock Certificates or Book-Entry Shares in accordance with this Section 1.6 shall thereafter look only to Parent for satisfaction of their claims for payment pursuant to Section 1.5(a)(iv). None of Parent, Acquisition Sub, the CompanyEffective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of shares of Company Common Stock (including all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, none of the Surviving Corporation, Parent or the Paying Agent shall be liable to any holder or former holder of a share of Company Common Stock or for any Merger Consideration delivered in respect of such share to any other Person with respect to any cash amounts properly delivered to any a public official pursuant to any applicable abandoned property lawproperty, escheat law or other similar Law. If any Certificates shall not have been surrendered prior to five (5) years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Body), any amounts payable in respect of such Certificate shall, to the extent permitted by applicable Legal RequirementLaw, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company Common Stock shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of shares of Company Common Stock Certificates or Book-Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Stock Certificate is presented to the Surviving Corporation except as otherwise provided herein or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.6by applicable Law. (e) The Paying AgentEach of the Surviving Corporation, Parent, Parent and Acquisition Sub and the Surviving Corporation shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from any the consideration otherwise payable or otherwise deliverable in the Merger to any holder or former holder of shares of Company Common Stock pursuant to this Agreement such amounts as the Paying Agent, Parent, Acquisition Sub or the Surviving Corporation determines in good faith it is required to be deduct and withhold with respect to Taxes; provided, however, the Surviving Corporation, Parent or Acquisition Sub, as the case may be, promptly pays when due such amount deducted or and withheld therefrom under to the Code or any provision appropriate Governmental Body for the account of state, local or foreign Tax law or under any other applicable Legal Requirementsuch holder. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Bodypaid, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) If any Stock Certificate has not been surrendered by the date immediately prior to the date on which the cash amount that such Stock Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property holder of the Surviving Corporation, free shares of Company Common Stock in respect of which such deduction and clear of any claim or interest of any Person previously entitled theretowithholding was made.