Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable Within three business days after the Effective Time, Parent will send Buyer shall take all steps necessary to cause the holders Exchange Agent to mail to each Record Holder of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal in customary form for return to the Exchange Agent and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent the Buyer Common StockStock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon surrender of a Company Stock Certificate for exchange and cancellation to Parent for exchangethe Exchange Agent, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by Parenttransmittal, duly executed, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate representing for the number of whole shares of Parent Buyer Common Stock that to which such holder of Safety Fund Common Stock shall have become entitled pursuant to the provisions of this Section 2.8 and (y) a check representing the amount of cash in lieu of the fractional shares, if any, which such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of this Section 12.8, and the Company Stock Certificate Certificates so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Section 1.7, each Company Stock Certificate shall be deemed, from and after In the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 1. If event any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent upon the making of an affidavit of that fact by the person claiming such Certificate to the payment of any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such be lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and and, if required by Buyer, the posting by such person of a bond in such amount as Buyer may direct as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation it with respect to such Company Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock Certificateuntil Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor 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 this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (aA) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company PVAXX Stock Certificate to Parent the Transfer Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by ParentOAK BROOK, the holder of such Company PVAXX Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock whole OAK BROOK Shares that such holder has the right to receive pursuant to the provisions of this Section 11:7, and the Company PVAXX Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71:10, each Company PVAXX Stock Certificate shall be deemed, from and after the Effective TimeClosing Date, to represent only the right to receive upon such surrender a certificate representing shares of Parent OAK BROOK Common Stock or OAK BROOK Preferred Stock, as the case may be, as contemplated by this Section 11:7. If any Company PVAXX Stock Certificate shall have been lost, stolen or destroyed, Parent OAK BROOK may, in its discretion and as a condition precedent to the payment of any cash and the issuance of any certificate representing Parent OAK BROOK Common Stock or OAK BROOK Preferred Stock, as the case may be, require the owner of such lost, stolen or destroyed Company PVAXX Stock Certificate to provide an appropriate affidavit and execute and to deliver to Parent an affidavit and a bond (in such sum as OAK BROOK may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation OAK BROOK with respect to such Company PVAXX Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after Within two business days following the Effective Timeexecution of this Agreement, Parent will send to provide the holders of Company Stock Certificates (i) with a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, specify and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stocka cash payment pursuant to Section 1.5 of this Agreement. The Company will distribute such letter of transmittal and instructions to each Company shareholder that does not perfect its dissenters' rights and is otherwise entitled to receive cash pursuant to Section 1.5 (a "Merger Shareholder"). Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, from and after the Effective Time, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing check in the number of shares of Parent Common Stock amount that such holder has the right to receive pursuant to the provisions of Section 1.5 of this Section 1Agreement, and the Company Stock Certificate so surrendered shall be canceled. Within one business day after Parent receives oral confirmation from the State Corporation Commission of the Commonwealth of Virginia that the articles of merger have been accepted for filing, Parent will (i) release and pay the amounts due to all holders of Company Stock Certificates who have surrendered their certificates along with their properly executed letters of transmittal prior to the Effective Time and (ii) repay the Investor Notes (as defined in Section 6.5(k)). Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares cash payment pursuant to Section 1.5 of Parent Common Stock as contemplated by this Section 1Agreement. 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 making of any cash and the issuance of any certificate representing Parent Common Stockpayment pursuant to this Agreement, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit of loss and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent StockTrans, Inc. (the "Exchange Agent") will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, specify and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stockthe Merger Consideration. Upon surrender of a Company Stock Certificate to Parent the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by ParentParent or the Exchange Agent, except for the Merger Consideration to be deposited in escrow pursuant to Section 1.10, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock Merger Consideration that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock the Merger Consideration as contemplated by this Section 1. 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 delivery of any cash and the issuance of any certificate representing Parent Common StockMerger Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.. As of the Effective Time, Parent shall (i) make available to the Exchange Agent, for the benefit of holders of Company Stock Certificates, for exchange in accordance with this Section 1.8, certificates representing shares of Parent Common Stock issuable pursuant to Section 1.8 in exchange for outstanding Converted

Exchange of Certificates. (a) At or as soon as practicable after the Effective TimeClosing, Parent will send to the holders of all outstanding Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate shall be delivered to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent. Upon surrender of a Company Stock Certificate to Parent for exchange, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (i) a Parent corporate check as set forth in Section 1.6(b) and (ii) twenty (20) days after the Closing, 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 this Section 11.6. Thereafter, and the each Shareholders who surrendered a Company Stock Certificate so surrendered at the Closing shall be canceled. Until surrendered entitled to receive payments as contemplated by this set forth in Section 1.7, each subject to the conditions thereof. Each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) and cash payments as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common StockStock or payment of any cash hereunder, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable Within five business days after the Effective TimeClosing Date, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common StockStock and the Fractional Share Amount, if any. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor 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 this Section 11.5 (and the Fractional Share Amount, if any), and (2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.7(a), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and the Fractional Share Amount, if any) as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent Netivation will send to the holders each holder of Company a Raintree Stock Certificates (i) Certificate a letter of transmittal and instructions for use in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions be required for use in effecting the surrender of Company such Raintree Stock Certificates in exchange Certificate for certificates representing Parent Common Stockpayment therefor and conversion thereof. Upon surrender of a Company Raintree Stock Certificate to Parent Netivation for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by ParentNetivation, the holder of such Company Raintree Stock Certificate shall be entitled to receive in exchange therefor a certificate certificates representing the number of whole shares of Parent Common Netivation Stock that such holder has the right to receive pursuant to the provisions of this Section 1, 1 and the Company Raintree Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Raintree Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Netivation Stock (and cash in lieu of any fractional share of Netivation Stock) as contemplated by this Section 1. If any Company Raintree Stock Certificate shall have been lost, stolen or destroyed, Parent Netivation may, in its discretion and as a condition precedent to the payment of any cash and the issuance of any certificate certificates representing Parent Common Netivation Stock, require the owner of such lost, stolen or destroyed Company Raintree Stock Certificate to provide an appropriate affidavit and execute and to deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that a bond (in such sum as Netivation may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificatereasonably direct) as indemnity.

Exchange of Certificates. (a) At or as As soon as reasonably practicable after following the Effective Time, Parent will send deliver to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specifyspecify (which letter of transmittal shall contain provisions allowing for each Company Stockholder to become a party to the Parent Financing Agreements and specifically providing that each Company Stockholder shall agree to enter into a customary lock-up agreement in the event of an initial public offering of Parent Common Stock identical in all material respects to the lock-up agreement that other holders of Parent Common Stock will be required to execute) (a "Letter of Transmittal"), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common StockCertificates. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter Letter of transmittal Transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock Merger Consideration that such holder has the right to receive pursuant to the provisions of this Section 11.5, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.9, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Merger Consideration upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 11.9. 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 delivery of any cash and the issuance of any certificate representing Parent Common StockMerger Consideration therefor, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificateof lost certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required requested by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor therefore 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 this Section 12.5, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.72.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 12. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At Subject to Section 1.8(b), at or as soon as practicable after the Effective Time, the holders of Company Common Stock shall be entitled to certificates representing Parent Common Stock as calculated pursuant to Section 1.5(a)(i). Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, specify and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor 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 this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stockthe Merger Consideration. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock Merger Consideration that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.11, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock the Merger Consideration as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.reasonably direct) as indemnity

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent, or a transfer agent designated by Parent (the "Transfer Agent") will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by ParentParent or the Transfer Agent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor 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 this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (aAt the Closing, the Excel Company, on behalf of the Excel Company shareholders, shall surrender certificate(s) At evidencing Excel Company Common Stock duly endorsed in blank for transfer or as soon as practicable after accompanied by a stock power duly executed in blank in a form reasonably requested by the Effective Time, Parent will send to evidence the acknowledgement of and consent to the holders sale of the Excel Company Common Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a an Excel Company Stock Certificate to the Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such an Excel Company Stock Certificate shall be entitled to receive in exchange therefor exchange, therefore at the Effective Date or as soon thereafter as reasonably practicable, 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 this Section 1, ARTICLE 2.5 and the Excel Company Stock Certificate so surrendered shall thereafter be canceledcancelled and will cease to represent any interest in the Excel Company. Immediately after the Effective Time, the Parent shall deliver (or cause its transfer agent to deliver) to the Excel Company, on a pro rata basis, the Parent Common Stock in exchange for the certificates representing the Excel Company Common Stock. Until surrendered as contemplated by this Section 1.7ARTICLE 2.8, each Excel Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 1ARTICLE 2.8. If any Excel Company Stock Certificate Certificate(s) shall have been lost, stolen or destroyed, the Parent may, in its discretion and as a condition precedent to the payment of any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Excel Company Stock Certificate Certificate(s) to provide an appropriate affidavit (an "Affidavit of Lost Excel Certificate") and execute and to deliver to a bond (in such sum as the Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against the Parent or the Surviving Corporation with respect to such Excel Company Stock CertificateCertificate(s).

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the shall surrender of their Company Stock Certificates in exchange for one or more certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate one or more certificates representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate one or more certificates representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as As soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor 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 this Section 11 (and cash in lieu of any fractional share of Parent Common Stock), and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required requested by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.9(c)) that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.9, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.9(c)) as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required requested by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.8(c)) that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.8(c)) as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for cash and certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor cash and a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.6, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender cash and a certificate representing shares of Parent Common Stock as contemplated by this provided in Section 1. 1.4 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. After the Effective Time, each holder of a certificate or certificates theretofore representing issued and outstanding Softkat Common Shares (aother than the Dissenting Shares and Excluded Shares) At shall, upon the surrender of such certificates to ESYNCH, or an exchange agent designated by ESYNCH, be entitled to receive, in exchange for each of the shares represented by such certificate or certificates so surrendered, an amount in ESYNCH New Common Shares equal to the Merger Consideration, less any required withholding of Taxes (as soon as practicable hereinafter defined). The holder of a certificate that prior to the Merger represented issued and outstanding Softkat Common Shares shall have no rights, after the Effective Time, Parent will send with respect to such shares except to surrender the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates certificate in exchange for certificates representing Parent Common Stock. Upon surrender of the Merger Consideration, without interest thereon or, if applicable, to perfect such rights as a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that Dissenting Shares as such holder has the right to receive may have pursuant to the applicable provisions of this Section 1, and Chapter 13 of the Company Stock Certificate so surrendered shall be canceledCGCL. Until surrendered as contemplated by this Section 1.7, each Company Stock Certificate shall be deemed, from and Within five (5) business days after the Effective Time, the Surviving Corporation will send to represent only each holder of Softkat Common Shares at the right to receive upon Effective Time a letter of transmittal for use in such surrender a exchange. In the event any certificate representing shares of Parent Common Stock as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent upon the making of an affidavit of that fact by the person claiming such certificate to the payment of any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such be lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreementand, indemnifying Parent and if required by the Surviving Corporation, the posting by such person of a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against Parent or the Surviving Corporation it with respect to such Company Stock Certificatecertificate, ESYNCH will deliver, or cause to be delivered, in exchange for such lost, stolen or destroyed certificate, certificates representing the Merger Consideration payable in respect thereof.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may reasonably be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor 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 this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.11, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.. (b) 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 Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of any fractional share shall be paid to any such holder, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.11 (at which time such holder shall be entitled to receive all such dividends and distributions and such cash payment). 6 13 (c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates for any such fractional shares shall be issued. In lieu of such fractional shares, any holder of capital stock of the Company who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, upon surrender of such holder's Company Stock Certificate(s), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the Designated Parent Stock Price. (d) 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 capital stock of the Company pursuant to this Agreement such amounts as Parent or the Surviving Corporation may be required to deduct or withhold therefrom under the Code or under any provision of state, local or foreign tax law. To the extent such amounts are so deducted or withheld, 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. (e) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of capital stock of the Company for any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar law. 1.12

Exchange of Certificates. (a) At or as soon as practicable after the Effective TimeClosing Date, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor 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 this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective TimeClosing Date, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor 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 this Section 11 and cash in lieu of any fractional share of Parent Common Stock, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.an

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Target Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Target Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Target Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Target Stock Certificate shall be entitled to receive in exchange therefor 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 this Section 1, and the Company Target Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.12, each Company Target Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. If any Company Target 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 and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Target Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Target Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after prior to the Effective Time, ------------------------ Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal shall reserve for exchange in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together accordance with a duly executed letter of transmittal and such other documents as may be reasonably required by Parentthis Article II, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.02 in exchange for outstanding shares of Company Common Stock. At the Closing, Company and the Principal Stockholders shall cause each Stockholder that does not perfect its appraisal rights and is otherwise entitled to receive shares of Parent Common Stock and cash pursuant to Section 2.02 (a "Merger Stockholder") ------------------ to surrender to Parent all certificates representing shares of Company Common Stock (properly endorsed for transfer and with all necessary transfer tax and other revenue stamps affixed and cancelled). No later than the Effective Time, Parent shall deliver to each Merger Stockholder a certificate representing the number of whole shares of Parent Common Stock that such holder Merger Stockholder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 12.02. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation agreement against any claim that may be made against Parent or the Surviving Corporation Company with respect to such Company Stock Certificate. At and after the Effective Time, each Company Stock Certificate shall, for all purposes, be deemed to evidence ownership of the number of shares of Parent Common Stock determined in accordance with Section 2.02 until such Company Stock Certificate has been surrendered by the holder thereof and replaced by a certificate or certificates representing Parent Common Stock. All shares of Parent Common Stock issuable to the Stockholders in the Merger shall be deemed for all purposes to have been issued by Parent at the Effective Time.

Exchange of Certificates. (aA) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, Parent the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (subject to Section 8.3) 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 this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock as described in Section 1.8(c)) as contemplated by this Section 1. 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 any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent Netivation will send to the holders each holder of Company a MEDMarket Stock Certificates (i) Certificate a letter of transmittal and instructions for use in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions be required for use in effecting the surrender of Company such MEDMarket Stock Certificates in exchange Certificate for certificates representing Parent Common Stockpayment therefor and conversion thereof. Upon surrender of a Company MEDMarket Stock Certificate to Parent Netivation for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by ParentNetivation, the holder of such Company MEDMarket Stock Certificate shall be entitled to receive in exchange therefor a certificate certificates representing the number of whole shares of Parent Common Netivation Stock that such holder has the right to receive pursuant to the provisions of this Section 1, 1 and the Company MEDMarket Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company MEDMarket Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Netivation Stock (and cash in lieu of any fractional share of Netivation Stock) as contemplated by this Section 1. If any Company MEDMarket Stock Certificate shall have been lost, stolen or destroyed, Parent Netivation may, in its discretion and as a condition precedent to the payment of any cash and the issuance of any certificate certificates representing Parent Common Netivation Stock, require the owner of such lost, stolen or destroyed Company MEDMarket Stock Certificate to provide an appropriate affidavit and execute and to deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that a bond (in such sum as Netivation may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificatereasonably direct) as indemnity.

Exchange of Certificates. (a) At In connection with the Closing, each Series A Holder holding a certificate or as soon as practicable after certificates, which prior to the Effective TimeTime represented shares of Series A-1 Preferred Stock or Series A-2 Preferred Stock, Parent will send shall deliver such certificates, endorsed in blank together with duly executed stock powers transferring the shares represented by such certificates, to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common StockParent. Upon surrender of a Company Stock Certificate such instruments to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate certificate shall be entitled to receive in exchange therefor solely such amounts from Parent and Holdco, on a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive joint and several basis, pursuant to the provisions of this Section 12.01(b) hereof, and the Company Stock Certificate certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Series A-1 Preferred Stock or Series A-2 Preferred Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the certificate so surrendered is registered, if such certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such certificate or to establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.03, each Company certificate for Series A Preferred Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this the applicable payments pursuant to Section 12.01(b), without interest. If any Company Stock Certificate shall have been lost, stolen No interest will be paid or destroyed, Parent may, in its discretion and as a condition precedent to will accrue on cash payable upon the payment surrender of any cash such certificate. At the close of business on the day on which the Effective Time occurs, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the issuance stock transfer books of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against of the shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any claim that may be made against Parent certificated or uncertificated shares are presented to the Surviving Corporation with respect for transfer, they shall be canceled, if applicable, against delivery of cash to such Company Stock Certificatethe holder thereof, as provided in this ARTICLE II.