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Delivery of Per Share Merger Consideration. Upon receipt by the Exchange Agent of a validly executed and delivered Letter of Transmittal, together with the share certificate(s) evidencing the Company Common Stock, and/or Company Preferred Stock, as applicable, or evidence that such securities have been transferred by book entry transfer to an account established by the Exchange Agent, the Exchange Agent shall issue to the applicable Company Stockholder (or its designee) the Per Share Merger Consideration to which such Company Stockholder is entitled under [Section 1.3(b)].

Delivery

Each holder of shares of Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Closing Consideration Per Share Merger Consideration. Upon receipt byShare, upon surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and delivered Letter of Transmittal, together with the share certificate(s) evidencing the Company Common Stock, and/or Company Preferred Stock,such other documents as applicable, or evidence that such securities have been transferred by book entry transfer to an account establishedmay reasonably be requested by the Exchange Agent,Agent. Until so surrendered or transferred, as the Exchange Agent shall issuecase may be, and subject to the applicable Company Stockholder (or its designee)terms set forth in this [Section 2.2], each such Certificate shall represent after the Effective Time for all purposes only the right to receive the Closing Consideration Per Share Mergerpayable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate. Upon payment of the Closing Consideration Per Share pursuant to which such Company Stockholder is entitled under [Section 1.3(b)].the provisions of this [Article II], each Certificate or Certificates so surrendered shall immediately be cancelled.

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