Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement

All questions as to the form of documents and the validity, eligibility (including time of receipt), and acceptance of Shares will be determined by the Surviving Corporation, in its sole and absolute discretion, which determination shall be final and binding on all parties

Any such schedule shall be deemed a part of this Letter of Transmittal for all purposes

The Paying Agent shall make payment of the Merger Consideration as promptly as practicable following satisfaction of the foregoing conditions

The Paying Agent shall not be responsible for any delay in the delivery of checks sent by U

IMPORTANT: If this Section 4 is completed, signatures on this Letter of Transmittal must be guaranteed by an eligible guarantor institution as described in the Medallion Signature Guarantee section (Section 11) below