Common use of Delivery of the Merger Consideration Clause in Contracts

Delivery of the Merger Consideration. (a) At or prior to the Effective Time, BNC shall appoint a bank or trust company to act as exchange agent (the “Exchange Agent”) and shall deposit, or cause to be deposited, for the benefit of the holders of HPBC Stock, for exchange in accordance with this Section 1.5, through the Exchange Agent, the Stock Consideration and the Cash Consideration payable pursuant to Section 1.2, based on the applicable BNC VWAP, and BNC shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions represented by such deposited shares (such shares of BNC Stock and cash provided to the Exchange Agent being hereinafter referred to as the “Exchange Fund”). BNC shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 1.2(e). The Exchange Agent shall invest any cash included in the Exchange Fund as directed by BNC pending payment thereof by the Exchange Agent to the holders of HPBC Stock pursuant to this Article I; provided that no investment of such deposited funds directed by BNC shall relieve BNC or the Exchange Agent from promptly making the payments required by this Article I, and following any losses from any such investment, BNC shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of HPBC Stock, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent. BNC shall direct the Exchange Agent to hold the Exchange Fund for the benefit of the former holders of HPBC Stock and to make payments from the Exchange Fund in accordance with Article I. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to ARTICLE I, except as expressly provided for in this Agreement. (b) BNC shall direct the Exchange Agent to mail on the Mailing Date to each holder of record of HPBC Stock as of the Effective Time: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the holder’s Certificate or Certificates shall pass, only upon delivery of such Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, and shall otherwise be in such form and have such other provisions as BNC may reasonably specify (the “Letter of Transmittal”); (ii) an Election Form; and (iii) instructions for electing the Merger Consideration to be received for each share of HPBC Stock and effecting the surrender of the Certificates in exchange for payment of such Merger Consideration. Upon the surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent, and delivery of a Letter of Transmittal, duly executed and properly completed, with respect to such Certificates, the record holder of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration to be paid therefor pursuant to this Article I. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. (c) As of the Effective Time, the stock transfer books of HPBC shall be closed and thereafter there shall be no further registration of transfers of HPBC Stock on the records of HPBC. The Merger Consideration paid in accordance with the terms of this Article I with respect to any HPBC Stock shall be deemed to have been paid in full satisfaction of all rights pertaining thereto. From and after the Effective Time, the holders of shares of HPBC Stock outstanding immediately prior thereto shall cease to have any rights with respect thereto except as otherwise provided for herein or by applicable law. (d) No dividends or other distributions with respect to BNC Stock shall be paid to the holder of any unsurrendered HPBC Stock with respect to the shares of BNC Stock represented thereby, in each case unless and until the surrender of each outstanding share of such HPBC Stock in accordance with this Section 1.5. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such share of such HPBC Stock in accordance with this Section 1.5, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of BNC Stock represented by such HPBC Stock and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of BNC Stock represented by such HPBC Stock with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the BNC Stock issuable with respect to such HPBC Stock. (e) At any time following the first anniversary of the Effective Time (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental entity, the Surviving Corporation shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund (including any interest or investment income received with respect thereto) not disbursed to holders of HPBC Stock, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates and compliance with the procedures set forth in Section 1.5, without interest. Notwithstanding the foregoing, neither the Surviving Corporation nor the Exchange Agent shall be liable to any holder of HPBC Stock for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) If any Certificate shall have been lost, stolen or destroyed, the Exchange Agent or the Surviving Corporation, as applicable, shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration into which such shares of HPBC Stock formerly represented thereby were converted pursuant to Article I; provided, however, that the Exchange Agent, or the Surviving Corporation, as applicable, may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, as applicable, require the owner of such lost, stolen or destroyed Certificate to deliver a customary indemnity agreement or provide a bond in a customary amount. (g) The Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration and any other amounts otherwise payable pursuant to this Agreement to any individual or entity (a “Person”) such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code. To the extent that amounts are so withheld and remitted to the appropriate governmental authority by or on behalf of BNC, such amounts withheld shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by BNC.

Delivery of the Merger Consideration. (a) At or prior to the Effective Time, BNC Buyer shall appoint a bank or trust company Continental Stock Transfer & Trust Company to act as exchange agent (the “Exchange Agent”) and shall deposit, or cause to be deposited, for the benefit of the holders of HPBC Seller Common Stock, for exchange in accordance with this Section 1.51.3, through the Exchange Agent, (i) certificates of Buyer Stock or, at Buyer’s option, evidence of shares of Buyer Stock in book entry form (collectively, referred to herein as “New Certificates”) to be issued in exchange for the Stock Consideration, and (ii) cash in an amount sufficient to pay (A) the aggregate cash portion of the Merger Consideration and (B) cash sufficient to pay cash in lieu of fractional shares in accordance with Section 1.2(g) (such cash and New Certificates described in the Cash Consideration payable pursuant foregoing clauses (i) and (ii), together with any dividends or distributions with respect thereto, being hereinafter referred to Section 1.2, based on as the applicable BNC VWAP, and BNC “Exchange Fund”). Buyer shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions represented by such deposited shares (such shares of BNC Stock and cash provided to the Exchange Agent being hereinafter referred to as the “Exchange Fund”). BNC shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 1.2(e)shares. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by BNC Buyer for Buyer’s benefit pending payment thereof by the Exchange Agent to the holders of HPBC Seller Common Stock pursuant to this Article I; provided that no investment of such deposited funds directed by BNC Buyer shall relieve BNC Buyer or the Exchange Agent from promptly making the payments required by this Article I, and following any losses from any such investment, BNC Buyer shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of HPBC Seller Common Stock, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent. BNC Buyer shall direct the Exchange Agent to hold the Exchange Fund for the benefit of the former holders of HPBC Seller Common Stock and to make payments from the Exchange Fund in accordance with this Article I. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to ARTICLE this Article I, except as expressly provided for in this Agreement. (b) BNC Buyer shall direct the Exchange Agent to mail on no later than five (5) business days after the Closing Date (the mailing date of such letter of transmittal being referred to herein as the “Mailing Date Date”) to each holder of record of HPBC Seller Common Stock as of the Effective Time: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the holder’s Certificate or Certificates shall pass, only upon delivery of such Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, and shall otherwise be in such form and have such other provisions as BNC Buyer may reasonably specify (the “Letter of Transmittal”); and (ii) an Election Form; and (iii) instructions for electing the Merger Consideration to be received for each share of HPBC Stock and effecting the surrender of the Certificates in exchange for payment of such the Merger Consideration. Upon the surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent, and delivery of a Letter of Transmittal, duly executed and properly completed, with respect to such Certificates, the record holder of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration to be paid therefor pursuant to this Article I. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. (c) As of the Effective Time, the stock transfer books of HPBC Seller shall be closed and thereafter there shall be no further registration of transfers of HPBC Seller Common Stock on the records of HPBCSeller. The Merger Consideration paid in accordance with the terms of this Article I with respect to any HPBC Seller Common Stock shall be deemed to have been paid in full satisfaction of all rights pertaining thereto. From and after the Effective Time, the holders of shares of HPBC Seller Common Stock outstanding immediately prior thereto shall cease to have any rights with respect thereto except as otherwise provided for herein or by applicable law. (d) No dividends or other distributions with respect to BNC Seller Common Stock shall be paid to the holder of any unsurrendered HPBC Seller Common Stock with respect to the shares of BNC Buyer Stock represented thereby, in each case unless and until the surrender of each outstanding share of such HPBC Seller Common Stock in accordance with this Section 1.51.3. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such share of such HPBC Seller Common Stock in accordance with this Section 1.51.3, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of BNC Buyer Stock represented by such HPBC Seller Common Stock and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of BNC Buyer Stock represented by such HPBC Seller Common Stock with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the BNC Buyer Stock issuable with respect to such HPBC Seller Common Stock. (e) At any time following the first anniversary of the Effective Time (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental entity), the Surviving Corporation Buyer shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund (including any interest or investment income received with respect thereto) not disbursed to holders of HPBC Seller Common Stock, and thereafter such holders shall be entitled to look only to the Surviving Corporation Buyer (subject to abandoned property, escheat or other similar Lawslaws) as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates and compliance with the procedures set forth in this Section 1.51.3, without interest. Notwithstanding the foregoing, neither the Surviving Corporation Buyer nor the Exchange Agent shall be liable to any holder of HPBC Seller Common Stock for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) If any Certificate shall have been lost, stolen or destroyed, the Exchange Agent or the Surviving CorporationBuyer, as applicable, shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration into which such shares of HPBC Seller Common Stock formerly represented thereby were converted pursuant to this Article I; provided, however, that the Exchange Agent, or the Surviving CorporationBuyer, as applicable, may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, as applicable, require the owner of such lost, stolen or destroyed Certificate to deliver a customary indemnity agreement or provide a bond in a customary amount. (g) The Exchange Agent shall be Buyer and Buyer Bank are entitled to deduct and withhold withhold, or cause the Exchange Agent to deduct and withhold, from the Merger Consideration and any other amounts otherwise payable pursuant to this Agreement to any individual or entity (a “Person”) such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code. To the extent that amounts are so withheld and remitted on a timely basis to the appropriate governmental authority by or on behalf of BNCBuyer or Buyer Bank, such amounts withheld shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by BNCmade.

Delivery of the Merger Consideration. (a) At or prior Closing, the portion of the Merger Consideration represented by the Escrow Assets will be delivered by Digital Angel for delivery to the Effective Time, BNC shall appoint a bank or trust company Escrow Trustee pursuant to act as exchange agent (the “Exchange Agent”) and shall deposit, or cause to be deposited, for the benefit Escrow Agreement. The balance of the holders of HPBC Stock, for exchange in accordance with this Section 1.5, through the Exchange Agent, the Stock Merger Consideration and the Cash Consideration payable pursuant to Section 1.2, based on the applicable BNC VWAP, and BNC shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to will be provided delivered to the Exchange Agent any dividends or other distributions represented by such deposited shares (such shares of BNC Stock and cash provided to the Exchange Agent being hereinafter referred to as the “Exchange Fund”). BNC shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 1.2(e). The Exchange Agent shall invest any cash included in the Exchange Fund as directed by BNC pending payment thereof by the Exchange Agent to the holders of HPBC Stock Majority Stockholders pursuant to this Article I; provided that no investment of such deposited funds directed by BNC shall relieve BNC or the Exchange Agent from promptly making the payments required by this Article I, and following any losses from any such investment, BNC shall promptly provide additional funds Section 3.2. Subject to the Exchange AgentEscrow Agreement, for the benefit of the holders of HPBC Stock, in the amount of such losses, which additional funds each Majority Stockholder will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent. BNC shall direct the Exchange Agent to hold the Exchange Fund for the benefit of the former holders of HPBC Stock and to make payments from the Exchange Fund in accordance with Article I. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to ARTICLE I, except as expressly provided for in this Agreement. (b) BNC shall direct the Exchange Agent to mail on the Mailing Date to each holder of record of HPBC Stock as of the Effective Time: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the holder’s Certificate or Certificates shall pass, only upon delivery of such Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, and shall otherwise be in such form and have such other provisions as BNC may reasonably specify (the “Letter of Transmittal”); (ii) an Election Form; and (iii) instructions for electing the Merger Consideration to be received for each share of HPBC Stock and effecting the surrender of the Certificates in exchange for payment of such Merger Consideration. Upon the surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent, and delivery of a Letter of Transmittal, duly executed and properly completed, with respect to such Certificates, the record holder of such Certificates shall be entitled to receive in exchange therefor (subject to the Merger Consideration to be paid therefor pursuant to this Article I. No interest shall be paid or accrue on any cash payable obligations for deposit of the Escrow Assets under the Escrow Agreement), upon surrender to DA Acquisition of any Certificate. (c) As one or more such certificates for cancellation as set forth below, the number of shares of Digital Angel Series A Preferred Stock set forth opposite each of the Effective TimeMajority Stockholders' names on Schedule I, attached hereto. Certificates which prior to the stock transfer books Closing represented shares of HPBC shall be closed and thereafter there shall be no further registration of transfers of HPBC Stock on owned by the records of HPBC. The Merger Consideration paid in accordance with the terms of this Article I with respect to any HPBC Stock shall be deemed to have been paid in full satisfaction of all rights pertaining thereto. From Majority Stockholders shall, at and after the Effective Time, be deemed to represent only the holders of shares of HPBC Stock outstanding immediately prior thereto shall cease to have any rights with respect thereto except as otherwise provided for herein or by applicable law. (d) No dividends or other distributions with respect to BNC Stock shall be paid to the holder of any unsurrendered HPBC Stock with respect to the shares of BNC Stock represented thereby, in each case unless and until the surrender of each outstanding share of such HPBC Stock in accordance with this Section 1.5. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such share of such HPBC Stock in accordance with this Section 1.5, the record holder thereof shall be entitled right to receive, without interest, upon surrender of such certificates, the Merger Consideration as set forth in Section 3.1. (ib) As soon as practicable following the amount of dividends or other distributions with a record date Effective Time, and in no event later than five (5) business days after the Effective Time theretofore payable with respect Time, Digital Angel shall mail or cause to be mailed to the whole shares Majority Stockholders as holders of BNC record of certificates formerly representing the Stock represented by (the "Certificates"), as identified on Schedule I, letters advising them of the effectiveness of the Merger and instructing them to tender the Certificates to the Transfer Agent, or in lieu thereof, such HPBC Stock evidence of lost, stolen or mutilated Certificates and paid prior to such surrender datesurety bond or other security as the Transfer Agent may reasonably require (the "Required Documentation"). (c) After the Effective Time, and/or (ii) at the appropriate payment dateeach Majority Stockholder that surrenders a Certificate or in lieu thereof, the amount of dividends or other distributions payable with respect Required Documentation to shares of BNC Stock represented by such HPBC Stock the Transfer Agent, with a record date after the Effective Time (but before such surrender date) properly completed and with a payment date subsequent to the issuance executed letter of the BNC Stock issuable transmittal with respect to such HPBC StockCertificate, will be entitled to the Merger Consideration (subject to the obligations for deposit of the Escrow Assets, under the Escrow Agreement) into which the Certificate so surrendered shall have been converted pursuant to this Agreement as set forth on Schedule I. The Merger Consideration (subject to the obligations for deposit of the Escrow Assets under the Escrow Agreement) shall be delivered by the Transfer Agent to each such Majority Stockholder as promptly as practicable after such surrender. Digital Angel agrees to instruct the Transfer Agent to deliver such Merger Consideration (subject to the obligations for deposit of the Escrow Assets under the Escrow Agreement) immediately following the Effective Time. (d) Each outstanding Certificate, until duly surrendered to the Transfer Agent, shall be deemed to evidence ownership of the Merger Consideration into which the Stock previously represented by such Certificate shall have been converted pursuant to this Agreement, and until the Majority Stockholder surrenders such Certificate (or the Required Documentation) together with an executed letter of transmittal as required pursuant to this Section 3.2, the Majority Stockholder shall not receive the Merger Consideration. (e) At any time following the first anniversary of After the Effective Time (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental entityTime, the Surviving Corporation shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund (including any interest or investment income received with respect thereto) not disbursed to Majority Stockholders, as holders of HPBC StockCertificates, and thereafter such holders shall be entitled cease to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) as general creditors thereof have rights with respect to the Stock previously represented by such Certificates, and their sole rights shall be to exchange such Certificates for the Merger Consideration payable upon due surrender to which the holder may be entitled pursuant to the provisions of their Certificates and compliance with Section 3. 1. After the procedures set forth closing of the transfer books as described in Section 1.53.3 hereof, without interestthere shall be no further transfer of Certificates on the records of the Company, and if such Certificates are presented to the Company for transfer, they shall be cancelled against delivery of the Merger Consideration. 2. Notwithstanding the foregoingNeither Digital Angel, neither the Surviving Corporation Transfer Agent nor the Exchange Agent any party to this Agreement nor any affiliate thereof shall be liable to any holder of HPBC Stock represented by any Certificate for any Merger Consideration delivered payable in the Merger that is paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar lawlaws. (f) If any Certificate shall have been lost, stolen or destroyed, the Exchange Agent or the Surviving Corporation, as applicable, shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration into which such shares of HPBC Stock formerly represented thereby were converted pursuant to Article I; provided, however, that the Exchange Agent, or the Surviving Corporation, as applicable, may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, as applicable, require the owner of such lost, stolen or destroyed Certificate to deliver a customary indemnity agreement or provide a bond in a customary amount. (g) The Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration and any other amounts otherwise payable pursuant to this Agreement to any individual or entity (a “Person”) such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code. To the extent that amounts are so withheld and remitted to the appropriate governmental authority by or on behalf of BNC, such amounts withheld shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by BNC.

Delivery of the Merger Consideration. (a) At or prior to the Effective Time, BNC Ameris shall appoint a bank or trust company Computershare Inc. to act as exchange agent (the “Exchange Agent”) and shall deposit, or cause to be deposited, for the benefit of the holders of HPBC Atlantic Common Stock, for exchange in accordance with this Section 1.51.3, through the Exchange Agent: (i) certificates of Ameris Common Stock or, at Ameris’s option, evidence of shares of Ameris Common Stock in book-entry form (collectively, “New Certificates”) to be issued in exchange for the Stock Consideration; and (ii) cash in an amount sufficient to pay (A) the aggregate cash portion of the Merger Consideration and (B) cash sufficient to pay cash in lieu of fractional shares in accordance with Section 1.2(f) (such cash and New Certificates described in the Cash Consideration payable pursuant foregoing clauses (i) and (ii), together with any dividends or distributions with respect thereto, being hereinafter referred to Section 1.2, based on as the applicable BNC VWAP, and BNC “Exchange Fund”). Ameris shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions represented by such deposited shares (such shares of BNC Stock and cash provided to the Exchange Agent being hereinafter referred to as the “Exchange Fund”). BNC shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 1.2(e)shares. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by BNC Ameris for Ameris’s benefit pending payment thereof by the Exchange Agent to the holders of HPBC Atlantic Common Stock pursuant to this Article I; provided provided, however, that no investment of such deposited funds directed by BNC Ameris shall relieve BNC Ameris or the Exchange Agent from promptly making the payments required by this Article I, and following any losses from any such investment, BNC Ameris shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of HPBC Atlantic Common Stock, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent. BNC Ameris shall direct the Exchange Agent to hold the Exchange Fund for the benefit of the former holders of HPBC Atlantic Common Stock and to make payments from the Exchange Fund in accordance with this Article I. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to ARTICLE this Article I, except as expressly provided for in this Agreement. (b) BNC Ameris shall direct the Exchange Agent to mail on no later than five (5) Business Days after the Effective Time (the mailing date of such letter of transmittal being referred to herein as the “Mailing Date Date”) to each holder of record of HPBC Atlantic Common Stock as of the Effective Time: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the holder’s Certificate or Certificates shall pass, only upon delivery of such Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, and shall otherwise be in such form and have such other provisions as BNC Ameris may reasonably specify (the “Letter of Transmittal”); and (ii) an Election Form; and (iii) instructions for electing the Merger Consideration to be received for each share of HPBC Stock and effecting the surrender of the Certificates in exchange for payment of such the Merger Consideration. Upon the surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent, and delivery of a Letter of Transmittal, duly executed and properly completed, with respect to such Certificates, the record holder of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration to be paid therefor pursuant to this Article I. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. For purposes of this Agreement, a “Business Day” is any day other than Saturday, Sunday, a day which is a legal holiday in Florida or Georgia or a day on which commercial banks in Florida or Georgia are authorized or required by Applicable Law to close. (c) As of the Effective Time, the stock transfer books of HPBC Atlantic shall be closed and thereafter there shall be no further registration of transfers of HPBC Atlantic Common Stock on the records of HPBCAtlantic. The Merger Consideration paid in accordance with the terms of this Article I with respect to any HPBC Atlantic Common Stock shall be deemed to have been paid in full satisfaction of all rights pertaining thereto. From and after the Effective Time, the holders of shares of HPBC Atlantic Common Stock outstanding immediately prior thereto shall cease to have any rights with respect thereto except as otherwise provided for herein or by applicable lawApplicable Law. (d) No dividends or other distributions with respect to BNC Atlantic Common Stock shall be paid to the holder of any unsurrendered HPBC Atlantic Common Stock with respect to the shares of BNC Ameris Common Stock represented thereby, in each case unless and until the surrender of each outstanding share of such HPBC Atlantic Common Stock in accordance with this Section 1.51.3. Subject to the effect of applicable abandoned property, escheat or similar lawsLaws, following surrender of any such share of such HPBC Atlantic Common Stock in accordance with this Section 1.51.3, the record holder thereof shall be entitled to receive, without interest, : (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of BNC Ameris Common Stock represented by such HPBC Atlantic Common Stock and paid prior to such surrender date, and/or ; and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of BNC Ameris Common Stock represented by such HPBC Atlantic Common Stock with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the BNC Ameris Common Stock issuable with respect to such HPBC Atlantic Common Stock. (e) At any time following the first anniversary of the Effective Time (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental entityGovernmental Authority), the Surviving Corporation Ameris shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund (including any interest or investment income received with respect thereto) not disbursed to holders of HPBC Atlantic Common Stock, and thereafter such holders shall be entitled to look only to the Surviving Corporation Ameris (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates and compliance with the procedures set forth in this Section 1.51.3, without interest. Notwithstanding the foregoing, neither the Surviving Corporation Ameris nor the Exchange Agent shall be liable to any holder of HPBC Atlantic Common Stock for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) If any Certificate shall have been lost, stolen or destroyed, the Exchange Agent or the Surviving Corporation, as applicable, shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration into which such shares of HPBC Stock formerly represented thereby were converted pursuant to Article I; provided, however, that the Exchange Agent, or the Surviving Corporation, as applicable, may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, as applicable, require the owner of such lost, stolen or destroyed Certificate to deliver a customary indemnity agreement or provide a bond in a customary amount. (g) The Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration and any other amounts otherwise payable pursuant to this Agreement to any individual or entity (a “Person”) such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the CodeLaw. To the extent that amounts are so withheld and remitted to the appropriate governmental authority by or on behalf of BNC, such amounts withheld shall be treated for all For purposes of this Agreement as having been paid Agreement, “Governmental Authority” means any governmental, regulatory or administrative body, agency, commission, board or authority, or any court or judicial authority, to such Person in respect of which such deduction and withholding was made by BNCa party is subject, whether international, national, federal, state or local.

Delivery of the Merger Consideration. (a) At or prior to the Effective Time, BNC Buyer shall appoint a bank or trust company to act as exchange agent (the “Exchange Agent”) and shall deposit, or cause to be deposited, for the benefit of the holders of HPBC Seller Common Stock, for exchange in accordance with this Section 1.51.3, through the Exchange Agent, the Stock Consideration and the Cash Merger Consideration payable pursuant to Section 1.2, based on the applicable BNC VWAP, and BNC Buyer shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions represented by such deposited shares (such shares of BNC Buyer Stock and cash provided to the Exchange Agent being hereinafter referred to as the “Exchange Fund”). BNC Buyer shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 1.2(e). The Exchange Agent shall invest any cash included in the Exchange Fund as directed by BNC Buyer for Buyer’s benefit pending payment thereof by the Exchange Agent to the holders of HPBC Seller Common Stock pursuant to this Article I; provided that no investment of such deposited funds directed by BNC Buyer shall relieve BNC Buyer or the Exchange Agent from promptly making the payments required by this Article I, and following any losses from any such investment, BNC Buyer shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of HPBC Seller Common Stock, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent. BNC Buyer shall direct the Exchange Agent to hold the Exchange Fund for the benefit of the former holders of HPBC Seller Common Stock and to make payments from the Exchange Fund in accordance with this Article I. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to ARTICLE this Article I, except as expressly provided for in this Agreement. (b) BNC Buyer shall direct the Exchange Agent to mail on no later than five (5) business days after the Closing Date (the mailing date of such letter of transmittal being referred to herein as the “Mailing Date Date”) to each holder of record of HPBC Seller Common Stock as of the Effective Time: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the holder’s Certificate or Certificates shall pass, only upon delivery of such Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, and shall otherwise be in such form and have such other provisions as BNC Buyer may reasonably specify (the “Letter of Transmittal”); and (ii) an Election Form; and (iii) instructions for electing the Merger Consideration to be received for each share of HPBC Stock and effecting the surrender of the Certificates in exchange for payment of such the Merger Consideration. Upon the surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent, and delivery of a Letter of Transmittal, duly executed and properly completed, with respect to such Certificates, the record holder of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration to be paid therefor pursuant to this Article I. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. (c) As of the Effective Time, the stock transfer books of HPBC Seller shall be closed and thereafter there shall be no further registration of transfers of HPBC Seller Common Stock on the records of HPBCSeller. The Merger Consideration paid in accordance with the terms of this Article I with respect to any HPBC Seller Common Stock shall be deemed to have been paid in full satisfaction of all rights pertaining thereto. From and after the Effective Time, the holders of shares of HPBC Seller Common Stock outstanding immediately prior thereto shall cease to have any rights with respect thereto except as otherwise provided for herein or by applicable law. (d) No dividends or other distributions with respect to BNC Seller Common Stock shall be paid to the holder of any unsurrendered HPBC Seller Common Stock with respect to the shares of BNC Buyer Stock represented thereby, in each case unless and until the surrender of each outstanding share of such HPBC Seller Common Stock in accordance with this Section 1.51.3. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such share of such HPBC Seller Common Stock in accordance with this Section 1.51.3, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of BNC Buyer Stock represented by such HPBC Seller Common Stock and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of BNC Buyer Stock represented by such HPBC Seller Common Stock with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the BNC Buyer Stock issuable with respect to such HPBC Seller Common Stock. (e) At any time following the first anniversary of the Effective Time (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental entity), the Surviving Corporation Buyer shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund (including any interest or investment income received with respect thereto) not disbursed to holders of HPBC Seller Common Stock, and thereafter such holders shall be entitled to look only to the Surviving Corporation Buyer (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates and compliance with the procedures set forth in this Section 1.51.3, without interest. Notwithstanding the foregoing, neither the Surviving Corporation Buyer nor the Exchange Agent shall be liable to any holder of HPBC Seller Common Stock for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) If any Certificate shall have been lost, stolen or destroyed, the Exchange Agent or the Surviving CorporationBuyer, as applicable, shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration into which such shares of HPBC Seller Common Stock formerly represented thereby were converted pursuant to this Article I; provided, however, that the Exchange Agent, or the Surviving CorporationBuyer, as applicable, may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, as applicable, require the owner of such lost, stolen or destroyed Certificate to deliver a customary indemnity agreement or provide a bond in a customary amount. (g) The Exchange Agent shall be Buyer and Buyer Bank are entitled to deduct and withhold withhold, or cause the Exchange Agent to deduct and withhold, from the Merger Consideration and any other amounts otherwise payable pursuant to this Agreement to any individual or entity (a “Person”) such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code. To the extent that amounts are so withheld and remitted on a timely basis to the appropriate governmental authority by or on behalf of BNCBuyer or Buyer Bank, such amounts withheld shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by BNCmade.

Delivery of the Merger Consideration. (a) At or prior to the Effective Time, BNC shall appoint a bank or trust company to act as exchange agent (the “Exchange Agent”) and Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, in trust for the benefit of the holders Company Stockholders, evidence of HPBC Stockbook-entry shares representing a number of whole shares of Parent Common Stock equal to the aggregate Parent Common Stock deliverable to the Company Stockholders pursuant to this Section 2.5(a) (which, for exchange the avoidance of doubt, shall exclude the Earnout Consideration unless and until issuable in accordance with this Section 1.5, through the Exchange Agent, the 2.10). Any such amounts or shares of Parent Common Stock Consideration and the Cash Consideration payable pursuant to Section 1.2, based on the applicable BNC VWAP, and BNC shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to in book-entry form deposited with the Exchange Agent any dividends or other distributions represented by such deposited shares (such shares of BNC Stock and cash provided to the Exchange Agent being shall hereinafter be referred to as the “Exchange Agent Fund”. The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. Subject to Section 2.6, at the Closing, Parent shall cause to be issued or paid from the Exchange Agent Fund to each Company Stockholder that holds Company Common Stock immediately prior to the Effective Time (including holders of shares of Company Common Stock resulting from the conversion of Company Convertible Debt described in Section 2.7 and holders of shares of Company Common Stock resulting from the exercise of Company Warrants pursuant to Section 2.9 (if any). BNC shall make available , but excluding any Company Dissenting Shares and shares of Company Common Stock to be cancelled pursuant to Section 2.3(c)) who has delivered to the Exchange Agent, for addition at least three (3) Business Days prior to the Exchange FundClosing Date, from time to time as neededa completed and duly executed Letter of Transmittal, cash sufficient to pay cash evidence of book-entry shares representing the number of whole shares of the aggregate Parent Common Stock in lieu respect of fractional shares such Company Common Stock held by such Company Stockholder (which, for the avoidance of doubt, shall exclude the Earnout Consideration unless and until issuable in accordance with Section 1.2(e2.10). The Exchange Agent shall invest any cash included in the Exchange Fund as directed by BNC pending payment thereof by the Exchange Agent Notwithstanding anything to the holders contrary in this Agreement, under no circumstances shall Parent be required to pay or issue to any Equity Holder or any other Person more than the aggregate amount of HPBC the Merger Consideration as allocated in accordance with this Section 2.5. (b) Subject to Section 2.6, at the Closing, Parent shall cause to be paid, by wire transfer of immediately available funds, to the bank account designated in writing by each Company Stockholder that holds Company Common Stock immediately prior to the Effective Time (excluding shares of Company Common Stock resulting from the conversion of Company Convertible Debt described in Section 2.7, shares of Company Common Stock resulting from the exercise of the Company Warrants described in Section 2.9 (if any), shares of Company Common Stock issuable upon settlement of Company RSUs, shares of Company Common Stock that are Company Restricted Stock, any Company Dissenting Shares and shares of Company Common Stock to be cancelled pursuant to this Article I; provided that no investment of such deposited funds directed by BNC shall relieve BNC or the Exchange Agent from promptly making the payments required by this Article I, and following any losses from any such investment, BNC shall promptly provide additional funds Section 2.3(c)) who has delivered to the Exchange Agent, at least three (3) Business Days prior to the Closing Date, a completed and duly executed Letter of Transmittal, the Per Share Cash Consideration for each share of Company Common Stock (excluding shares of Company Common Stock resulting from the benefit conversion of Company Convertible Debt described in Section 2.7, shares of Company Common Stock resulting from the exercise of the holders Company Warrants described in Section 2.9 (if any), shares of HPBC Company Common Stock issuable upon settlement of Company RSUs, shares of Company Common Stock that are Company Restricted Stock, in the amount any Company Dissenting Shares and shares of such losses, which additional funds will Company Common Stock to be held and disbursed in the same manner as funds initially deposited with the Exchange Agent. BNC shall direct the Exchange Agent to hold the Exchange Fund for the benefit of the former holders of HPBC Stock and to make payments from the Exchange Fund in accordance with Article I. The Exchange Fund shall not be used for any purpose other than to fund payments cancelled pursuant to ARTICLE I, except as expressly provided for in this Agreement. (bSection 2.3(c)) BNC shall direct the Exchange Agent to mail on the Mailing Date to each holder of record of HPBC Stock held by such Company Stockholder as of the Effective Time: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the holder’s Certificate or Certificates shall pass, only upon delivery of such Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, and shall otherwise be in such form and have such other provisions as BNC may reasonably specify (the “Letter of Transmittal”); (ii) an Election Form; and (iii) instructions for electing the Merger Consideration to be received for each share of HPBC Stock and effecting the surrender of the Certificates in exchange for payment of such Merger Consideration. Upon the surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent, and delivery of a Letter of Transmittal, duly executed and properly completed, with respect to such Certificates, the record holder of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration to be paid therefor pursuant to this Article I. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. (c) As of the Effective Time, the stock transfer books of HPBC shall be closed and thereafter there shall be no further registration of transfers of HPBC Stock on the records of HPBC. The Merger Consideration paid in accordance with the terms of this Article I with respect to any HPBC Stock shall be deemed to have been paid in full satisfaction of all rights pertaining thereto. From and after the Effective Time, the holders of shares of HPBC Stock outstanding immediately prior thereto shall cease to have any rights with respect thereto except as otherwise provided for herein or by applicable law. (d) No dividends or other distributions with respect to BNC Stock shall be paid to the holder of any unsurrendered HPBC Stock with respect to the shares of BNC Stock represented thereby, in each case unless and until the surrender of each outstanding share of such HPBC Stock in accordance with this Section 1.5. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such share of such HPBC Stock in accordance with this Section 1.5, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of BNC Stock represented by such HPBC Stock and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of BNC Stock represented by such HPBC Stock with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the BNC Stock issuable with respect to such HPBC Stock. (e) At any time following the first anniversary of the Effective Time (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental entity, the Surviving Corporation shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund (including any interest or investment income received with respect thereto) not disbursed to holders of HPBC Stock, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates and compliance with the procedures set forth in Section 1.5, without interest. Notwithstanding the foregoing, neither the Surviving Corporation nor the Exchange Agent shall be liable to any holder of HPBC Stock for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) If any Certificate shall have been lost, stolen or destroyed, the Exchange Agent or the Surviving Corporation, as applicable, shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration into which such shares of HPBC Stock formerly represented thereby were converted pursuant to Article I; provided, however, that the Exchange Agent, or the Surviving Corporation, as applicable, may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, as applicable, require the owner of such lost, stolen or destroyed Certificate to deliver a customary indemnity agreement or provide a bond in a customary amount. (g) The Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration and any other amounts otherwise payable pursuant to this Agreement to any individual or entity (a “Person”) such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code. To the extent that amounts are so withheld and remitted to the appropriate governmental authority by or on behalf of BNC, such amounts withheld shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by BNC.

Delivery of the Merger Consideration. (a) At or prior Closing, the portion of the Merger Consideration represented by the Escrow Assets will be delivered by Digital Angel for delivery to the Effective Time, BNC shall appoint a bank or trust company Escrow Trustee pursuant to act as exchange agent (the “Exchange Agent”) and shall deposit, or cause to be deposited, for the benefit Escrow Agreement. The balance of the holders of HPBC Stock, for exchange in accordance with this Section 1.5, through the Exchange Agent, the Stock Merger Consideration and the Cash Consideration payable pursuant to Section 1.2, based on the applicable BNC VWAP, and BNC shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to will be provided delivered to the Exchange Agent any dividends or other distributions represented by such deposited shares (such shares of BNC Stock and cash provided to the Exchange Agent being hereinafter referred to as the “Exchange Fund”). BNC shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 1.2(e). The Exchange Agent shall invest any cash included in the Exchange Fund as directed by BNC pending payment thereof by the Exchange Agent to the holders of HPBC Stock Majority Stockholders pursuant to this Article I; provided that no investment of such deposited funds directed by BNC shall relieve BNC or the Exchange Agent from promptly making the payments required by this Article I, and following any losses from any such investment, BNC shall promptly provide additional funds Section 3.2. Subject to the Exchange AgentEscrow Agreement, for the benefit of the holders of HPBC Stock, in the amount of such losses, which additional funds each Majority Stockholder will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent. BNC shall direct the Exchange Agent to hold the Exchange Fund for the benefit of the former holders of HPBC Stock and to make payments from the Exchange Fund in accordance with Article I. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to ARTICLE I, except as expressly provided for in this Agreement. (b) BNC shall direct the Exchange Agent to mail on the Mailing Date to each holder of record of HPBC Stock as of the Effective Time: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the holder’s Certificate or Certificates shall pass, only upon delivery of such Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, and shall otherwise be in such form and have such other provisions as BNC may reasonably specify (the “Letter of Transmittal”); (ii) an Election Form; and (iii) instructions for electing the Merger Consideration to be received for each share of HPBC Stock and effecting the surrender of the Certificates in exchange for payment of such Merger Consideration. Upon the surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent, and delivery of a Letter of Transmittal, duly executed and properly completed, with respect to such Certificates, the record holder of such Certificates shall be entitled to receive in exchange therefor (subject to the Merger Consideration to be paid therefor pursuant to this Article I. No interest shall be paid or accrue on any cash payable obligations for deposit of the Escrow Assets under the Escrow Agreement), upon surrender to DA Acquisition of any Certificate. (c) As one or more such certificates for cancellation as set forth below, the number of shares of Digital Angel Series A Preferred Stock set forth opposite each of the Effective TimeMajority Stockholders' names on Schedule I, attached hereto. Certificates which prior to the stock transfer books Closing represented shares of HPBC shall be closed and thereafter there shall be no further registration of transfers of HPBC Stock on owned by the records of HPBC. The Merger Consideration paid in accordance with the terms of this Article I with respect to any HPBC Stock shall be deemed to have been paid in full satisfaction of all rights pertaining thereto. From Majority Stockholders shall, at and after the Effective Time, be deemed to represent only the holders of shares of HPBC Stock outstanding immediately prior thereto shall cease to have any rights with respect thereto except as otherwise provided for herein or by applicable law. (d) No dividends or other distributions with respect to BNC Stock shall be paid to the holder of any unsurrendered HPBC Stock with respect to the shares of BNC Stock represented thereby, in each case unless and until the surrender of each outstanding share of such HPBC Stock in accordance with this Section 1.5. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such share of such HPBC Stock in accordance with this Section 1.5, the record holder thereof shall be entitled right to receive, without interest, upon surrender of such certificates, the Merger Consideration as set forth in Section 3.1. (ib) As soon as practicable following the amount of dividends or other distributions with a record date Effective Time, and in no event later than five (5) business days after the Effective Time theretofore payable with respect Time, Digital Angel shall mail or cause to be mailed to the whole shares Majority Stockholders as holders of BNC record of certificates formerly representing the Stock represented by (the "Certificates"), as identified on Schedule I, letters advising them of the effectiveness of the Merger and instructing them to tender the Certificates to the Transfer Agent, or in lieu thereof, such HPBC Stock evidence of lost, stolen or mutilated Certificates and paid prior to such surrender datesurety bond or other security as the Transfer Agent may reasonably require (the "Required Documentation"). (c) After the Effective Time, and/or (ii) at the appropriate payment dateeach Majority Stockholder that surrenders a Certificate or in lieu thereof, the amount of dividends or other distributions payable with respect Required Documentation to shares of BNC Stock represented by such HPBC Stock the Transfer Agent, with a record date after the Effective Time (but before such surrender date) properly completed and with a payment date subsequent to the issuance executed letter of the BNC Stock issuable transmittal with respect to such HPBC StockCertificate, will be entitled to the Merger Consideration (subject to the obligations for deposit of the Escrow Assets, under the Escrow Agreement) into which the Certificate so surrendered shall have been converted pursuant to this Agreement as set forth on Schedule I. The Merger Consideration (subject to the obligations for deposit of the Escrow Assets under the Escrow Agreement) shall be delivered by the Transfer Agent to each such Majority Stockholder as promptly as practicable after such surrender. Digital Angel agrees to instruct the Transfer Agent to deliver such Merger Consideration (subject to the obligations for deposit of the Escrow Assets under the Escrow Agreement) immediately following the Effective Time. (d) Each outstanding Certificate, until duly surrendered to the Transfer Agent, shall be deemed to evidence ownership of the Merger Consideration into which the Stock previously represented by such Certificate shall have been converted pursuant to this Agreement, and until the Majority Stockholder surrenders such Certificate (or the Required Documentation) together with an executed letter of transmittal as required pursuant to this Section 3.2, the Majority Stockholder shall not receive the Merger Consideration. (e) At any time following the first anniversary of After the Effective Time (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental entityTime, the Surviving Corporation shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund (including any interest or investment income received with respect thereto) not disbursed to Majority Stockholders, as holders of HPBC StockCertificates, and thereafter such holders shall be entitled cease to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) as general creditors thereof have rights with respect to the Stock previously represented by such Certificates, and their sole rights shall be to exchange such Certificates for the Merger Consideration payable upon due surrender to which the holder may be entitled pursuant to the provisions of their Section 3.1. After the closing of the transfer books as described in Section 3.3 hereof, there shall be no further transfer of Certificates on the records of the Company, and compliance if such Certificates are presented to the Company for transfer, they shall be cancelled against delivery of the Merger Consideration. Neither Digital Angel nor Transfer Agent shall be obligated to deliver the Merger Consideration until such holder surrenders the Certificates or furnishes the Required Documentation as provided herein together with the procedures set forth in executed letter of transmittal required pursuant to this Section 1.53.2. Neither Digital Angel, without interest. Notwithstanding the foregoing, neither the Surviving Corporation Transfer Agent nor the Exchange Agent any party to this Agreement nor any affiliate thereof shall be liable to any holder of HPBC Stock represented by any Certificate for any Merger Consideration delivered payable in the Merger that is paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar lawlaws. (f) If any Certificate shall have been lost, stolen or destroyed, the Exchange Agent or the Surviving Corporation, as applicable, shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration into which such shares of HPBC Stock formerly represented thereby were converted pursuant to Article I; provided, however, that the Exchange Agent, or the Surviving Corporation, as applicable, may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, as applicable, require the owner of such lost, stolen or destroyed Certificate to deliver a customary indemnity agreement or provide a bond in a customary amount. (g) The Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration and any other amounts otherwise payable pursuant to this Agreement to any individual or entity (a “Person”) such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code. To the extent that amounts are so withheld and remitted to the appropriate governmental authority by or on behalf of BNC, such amounts withheld shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by BNC.