Common use of Exchange of Certificates; Payment of Merger Consideration Clause in Contracts

Exchange of Certificates; Payment of Merger Consideration. (a) Promptly following the Effective Time (but on the Closing Date or, if confirmation of the filing of the Certificate of Merger has not been obtained prior to 1PM Pacific Time on the Closing Date, then on the first business day after the Closing Date), Sorrento shall (or shall cause Parent to) deposit cash in an amount equal to the Initial Cash Amount with Wilmington Trust N.A. (the “Paying Agent”), as contemplated by that certain paying agent agreement entered into by the Paying Agent with Parent concurrently with the execution and delivery of this Agreement.. (b) Within five (5) Business Days following the Effective Time, Parent will send or cause to be sent to the holders of Company Share Certificates previously representing Company Shares through email (unless requested by the Company in writing on behalf of each such holder prior to the Closing): (i) a letter of transmittal in customary form reasonably agreed to by Parent and the Company (“Letters of Transmittal”) (other than those holders that have already duly completed and delivered a Letter of Transmittal to the Paying Agent), and (ii) instructions for use in effecting the surrender of Company Share Certificates in exchange for the applicable portion of the Merger Consideration. (c) As soon as reasonably practicable following surrender of a Company Share Certificate to Parent at Closing, or the Paying Agent thereafter, by a Stockholder that does not perfect his, her or its appraisal rights in accordance with Section 1.11 and is otherwise entitled to receive the applicable portion of the Merger Consideration (a “Non-Dissenting Stockholder”) for exchange, together with a duly executed Letter of Transmittal and such other documents as may be reasonably required by Parent, all in accordance with the instructions therein, (i) Parent shall cause the Paying Agent to deliver to such Non-Dissenting Stockholder, by check or wire transfer of immediately available funds, such amount of cash that such Non-Dissenting Stockholder is entitled to pursuant to Section 1.5 in respect of the Company Common Shares or Company Preferred Shares, as applicable, represented by such Company Share Certificate and (ii) Parent shall issue or caused to be issued (which may be in book entry form) to such Non-Dissenting Stockholder the Parent Shares such Non-Dissenting Stockholder is then entitled to receive pursuant to Section 1.5 in respect of the Company Common Shares or Company Preferred Shares, as applicable, represented by such Company Share Certificate. Parent shall pay (or cause to be paid) the Merger Consideration payable to the holders of Company Options pursuant to Section 1.12(a)(i) and Section 1.12(a)(ii), as soon as reasonably practicable when such obligations become payable. (d) Until surrendered in accordance with Section 1.8(c), after the Effective Time, the Company Shares held by any Stockholder immediately prior to the Effective Time shall, for all corporate purposes, evidence only the ownership of the right to the consideration set forth in Section 1.5 such Company Shares shall have been converted pursuant to the terms of this Agreement. (e) In the event any Company Share Certificate representing Company Shares converted in connection with the Merger pursuant to Section 1.5 shall have been lost, stolen, mutilated or destroyed, Parent may, in its discretion or as required by the Paying Agent and as a condition precedent to the payment of any Merger Consideration with respect to the Company Shares previously represented by such Company Share Certificate, require the owner of such lost, stolen, mutilated or destroyed Company Share Certificate to provide an appropriate affidavit and to deliver a bond (in such amount, form and with such surety as the Paying Agent customarily requires) as indemnity against any claim that may be made against Parent, the Surviving Corporation or any affiliated party with respect to such Company Share Certificate. (f) No dividends or other distributions declared or made with respect to Parent Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Share Certificate with respect to the Company Shares represented thereby, until such holder surrenders such Company Share Certificate, as applicable, in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions). (g) Parent, the Surviving Corporation, the Paying Agent and the Escrow Agent shall be entitled to deduct and withhold from any amounts payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld 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 and paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (h) None of Parent, the Surviving Corporation or the Paying Agent shall be liable to any holder or former holder of Company Shares for any Parent Shares (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. (i) As soon as commercially practicable after the Effective Time (but on the Closing Date), on behalf of the Company, Parent shall pay an amount equal to the Closing Indebtedness to such accounts and in the amounts specified in the Closing Indebtedness Statement. (j) As soon as commercially practicable after the Effective Time (but no later than one (1) Business Day after the Closing Date), on behalf of the Company, Parent shall pay an amount equal to the Closing Transaction Expenses to such accounts and in the amounts specified in the Closing Transaction Expenses Statement.

Exchange of Certificates; Payment of Merger Consideration. (a) Promptly following At the Effective Time Time, Purchaser shall deliver, by wire transfer of immediately available funds, (but on i) to the Closing Date or, if confirmation of the filing of the Certificate of Merger has not been obtained prior to 1PM Pacific Time on the Closing Date, then on the first business day after the Closing Date), Sorrento shall (or shall cause Parent to) deposit cash in Paying Agent an amount in cash equal to the Initial Cash Closing Amount with Wilmington Trust N.A. minus the Escrow Amount (the “Closing Payment”) and (ii) to the Escrow Agent, the Escrow Amount. (b) Parent or its designee shall act as Paying Agent hereunder (the “Paying Agent”), as contemplated by that certain paying agent agreement entered into by the Paying Agent with Parent concurrently with the execution and delivery of this Agreement.. (b) Within five (5) Business Days following . Promptly after the Effective Time, Parent will send or cause the Paying Agent shall mail, to be sent to the former record holders of Company Share Shares who are entitled to receive Merger Consideration and have not previously submitted letters of transmittal together with Certificates, instructions for surrendering their Certificates previously representing Company Shares through email in exchange for the Merger Consideration. (unless requested by c) On the Company in writing on behalf Closing Date and thereafter, upon receipt of each such holder prior to the Closing): (i) Certificates for cancellation, together with a properly completed letter of transmittal in customary form reasonably agreed to by Parent (which shall specify that delivery shall be effected, and risk of loss of, and title to, the Company (“Letters Certificates shall pass, only upon delivery of Transmittal”) (other than those holders that have already duly completed and delivered a Letter of Transmittal the Certificates to the Paying Agent)) and other requested documents and in accordance with the instructions thereon, and the holder of such Certificates shall be entitled to receive in exchange therefor that portion of the Closing Payment into which the Shares theretofore represented by the Certificates so surrendered shall have been converted pursuant to Section 2.4. (iid) instructions for use in effecting If any Certificates shall have been lost, stolen or destroyed, the surrender of Company Share Certificates Paying Agent shall deliver in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof in a form reasonably acceptable to the Paying Agent, the applicable portion of the Merger Consideration. (ce) As soon as reasonably practicable following surrender of a Company Share Certificate to Parent at ClosingParent, the Surviving Company, or the Paying Agent thereafter, by a Stockholder that does not perfect his, her or its appraisal rights in accordance with Section 1.11 and is otherwise entitled to receive the applicable portion of the Merger Consideration (a “Non-Dissenting Stockholder”) for exchange, together with a duly executed Letter of Transmittal and such other documents as may be reasonably required by Parent, all in accordance with the instructions therein, (i) Parent shall cause the Paying Agent to deliver to such Non-Dissenting Stockholder, by check or wire transfer of immediately available funds, such amount of cash that such Non-Dissenting Stockholder is entitled to pursuant to Section 1.5 in respect of the Company Common Shares or Company Preferred Shares, as applicable, represented by such Company Share Certificate and (ii) Parent shall issue or caused to be issued (which may be in book entry form) to such Non-Dissenting Stockholder the Parent Shares such Non-Dissenting Stockholder is then entitled to receive pursuant to Section 1.5 in respect of the Company Common Shares or Company Preferred Shares, as applicable, represented by such Company Share Certificate. Parent shall pay (or cause to be paid) the Merger Consideration payable to the holders of Company Options pursuant to Section 1.12(a)(i) and Section 1.12(a)(ii), as soon as reasonably practicable when such obligations become payable. (d) Until surrendered in accordance with Section 1.8(c), after the Effective Time, the Company Shares held by any Stockholder immediately prior to the Effective Time shall, for all corporate purposes, evidence only the ownership of the right to the consideration set forth in Section 1.5 such Company Shares shall have been converted pursuant to the terms of this Agreement. (e) In the event any Company Share Certificate representing Company Shares converted in connection with the Merger pursuant to Section 1.5 shall have been lost, stolen, mutilated or destroyed, Parent may, in its discretion or as required by the Paying Agent and as a condition precedent to the payment of any Merger Consideration with respect to the Company Shares previously represented by such Company Share Certificate, require the owner of such lost, stolen, mutilated or destroyed Company Share Certificate to provide an appropriate affidavit and to deliver a bond (in such amount, form and with such surety as the Paying Agent customarily requires) as indemnity against any claim that may be made against Parent, the Surviving Corporation or any affiliated party with respect to such Company Share Certificate. (f) No dividends or other distributions declared or made with respect to Parent Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Share Certificate with respect to the Company Shares represented thereby, until such holder surrenders such Company Share Certificate, as applicable, in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions). (g) Parent, the Surviving Corporation, the Paying Agent and the Escrow Agent shall will be entitled to deduct and withhold from the Merger Consideration and any amounts payable or otherwise deliverable pursuant to other payments contemplated by this Agreement such amounts as may be are required to be deducted or and withheld therefrom with respect to the making of such payment under the Code Code, or under any provision of state, local or foreign tax Tax law. To the extent such that amounts are so deducted or withheld and paid to the appropriate Governmental Bodywithheld, such amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to Company Stockholder in respect of whom such amounts would otherwise have been paid. (h) None of deduction and withholding were made. The Company Stockholders will provide Parent, the Surviving Corporation Company or the Paying Agent shall be liable (to the extent not previously provided) any holder Forms X-0, X-0, W-9 or former holder of other certificates or forms Parent, the Company Shares for any Parent Shares (or dividends the Paying Agent may reasonably request prior to or distributions with respect thereto)after Closing, in order to allow Parent, the Company or for any cash amounts, delivered the Paying Agent to any public official pursuant to meet its withholding obligations under any applicable abandoned property, escheat or similar Tax law. (i) As soon as commercially practicable after the Effective Time (but on the Closing Date), on behalf of the Company, Parent shall pay an amount equal to the Closing Indebtedness to such accounts and in the amounts specified in the Closing Indebtedness Statement. (j) As soon as commercially practicable after the Effective Time (but no later than one (1) Business Day after the Closing Date), on behalf of the Company, Parent shall pay an amount equal to the Closing Transaction Expenses to such accounts and in the amounts specified in the Closing Transaction Expenses Statement.

Exchange of Certificates; Payment of Merger Consideration. (a) Promptly following the Effective Time (but on the Closing Date or, if confirmation of the filing of the Certificate of Merger has not been obtained prior Prior to 1PM Pacific Time on the Closing Date, then on the first business day after the Closing Date), Sorrento shall (or shall cause Parent to) deposit cash in an amount equal to the Initial Cash Amount with Wilmington Trust N.A. (the “Paying Agent”), as contemplated by that certain paying agent agreement entered into by the Paying Agent with Parent concurrently with the execution and delivery of this Agreement.. (b) Within five (5) Business Days following the Effective Time, Parent will send shall designate an exchange agent (which may be Parent or cause a subsidiary of Parent) to be sent act as exchange agent (the “Exchange Agent”) in the Merger. (b) Upon surrender of a certificate for cancellation to the holders of Company Share Certificates previously representing Company Shares through email (unless requested Exchange Agent or to such other agent or agents as may be appointed by the Company in writing on behalf of each such holder prior to the Closing): (i) Parent, together with a letter of transmittal in customary form reasonably agreed to by Parent and (the Company (“Letters Letter of Transmittal”) (other than those holders that have already duly completed and delivered a Letter of Transmittal to substantially in the Paying Agentform attached hereto as Schedule 1.7.2(b), and (ii) instructions for use in effecting the surrender of Company Share Certificates in exchange for the applicable portion of the Merger Consideration. (c) As soon as reasonably practicable following surrender of a Company Share Certificate to Parent at Closingduly executed, or the Paying Agent thereafter, by a Stockholder that does not perfect his, her or its appraisal rights in accordance with Section 1.11 and is otherwise entitled to receive the applicable portion of the Merger Consideration (a “Non-Dissenting Stockholder”) for exchange, together with a duly executed Letter of Transmittal and such other documents as may reasonably be reasonably required by ParentParent or the Exchange Agent, all the holder of such certificate shall be entitled to receive in accordance with exchange therefor the instructions therein, (i) Parent shall cause portion of the Paying Agent to deliver to such Non-Dissenting Stockholder, by check or wire transfer of immediately available funds, such amount of cash Merger Consideration that such Non-Dissenting holder has the right to receive pursuant to the provisions of Section 1.7.1 (and subject to deduction for the Stockholder is entitled to Representative Expense Fund pursuant to Section 1.5 1.8(c)), and the certificate so surrendered shall forthwith be cancelled. If any certificates representing shares of Company Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Stockholder, in respect a form satisfactory to Parent, Parent shall pay in exchange for such lost, stolen or destroyed certificate the portion of the Company Common Shares or Company Preferred Shares, as applicable, represented by Merger Consideration that such Company Share Certificate and (ii) Parent shall issue or caused to be issued (which may be in book entry form) to such Non-Dissenting Stockholder the Parent Shares such Non-Dissenting Stockholder is then entitled to receive pursuant to Section 1.5 in respect of 1.7.1 (and subject to deduction for the Company Common Shares or Company Preferred Shares, as applicable, represented by such Company Share Certificate. Parent shall pay (or cause to be paid) the Merger Consideration payable to the holders of Company Options Stockholder Representative Expense Fund pursuant to Section 1.12(a)(i) and Section 1.12(a)(ii), as soon as reasonably practicable when such obligations become payable. (d) Until surrendered in accordance with Section 1.8(c)); provided, after the Effective Timehowever, the Company Shares held by any Stockholder immediately prior to the Effective Time shall, for all corporate purposes, evidence only the ownership of the right to the consideration set forth in Section 1.5 such Company Shares shall have been converted pursuant to the terms of this Agreement. (e) In the event any Company Share Certificate representing Company Shares converted in connection with the Merger pursuant to Section 1.5 shall have been lost, stolen, mutilated or destroyed, that Parent may, in its discretion or as required by the Paying Agent and as a condition precedent to the payment of any Merger Consideration with respect to the Company Shares previously represented by such Company Share Certificatethereof, require the owner of such lost, stolen, mutilated or destroyed Company Share Certificate Stockholder to provide Parent with an appropriate affidavit and indemnity agreement, in a form satisfactory to deliver a bond (in such amountParent, form and with such surety as the Paying Agent customarily requires) as indemnity against any claim Claim that may be made against Parent, the Surviving Corporation or any affiliated party Parent with respect to the certificate alleged to have been lost, stolen or destroyed. No interest shall accrue on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any Person other than the Person in whose name the certificate or certificates representing shares of Company Stock surrendered in exchange therefor is registered, it shall be a condition to such Company Share Certificate. (f) No dividends exchange that the Person requesting such exchange shall pay to Parent any transfer or other distributions declared Taxes required by reason of the payment of the Merger Consideration (or made with respect any portion thereof) to a Person other than the registered holder of the certificate or certificates so surrendered, or shall establish to the satisfaction of Parent Shares with a record date that such Tax has been paid or is not applicable. Any portion of the Merger Consideration that remains unclaimed by the former holders of Company Stock for six (6) months after the Effective Time shall be paid delivered to the Parent. Any former holder of any unsurrendered Company Share Certificate with respect to the Company Shares represented thereby, until such holder surrenders such Company Share Certificate, as applicable, in accordance Stock that has not complied with this Section 1.8 1.7.2(b) prior to the end of such six-month period shall thereafter look only to Parent (at which time subject to abandoned property, escheat and similar laws) but only as a general creditor thereof for payment of its claim for its portion of the Merger Consideration. Notwithstanding anything to the contrary, neither Parent nor any other party hereto shall be liable to a holder of shares of Company Stock for any Merger Consideration delivered to a public official pursuant to applicable law, including abandoned property, escheat and similar laws. (c) The portion of the Merger Consideration payable to any holder of Company Stock as such pursuant to Section 1.7.1 (and subject to deduction for the Stockholder Representative Expense Fund pursuant to Section 1.8(c)) shall be paid by Parent or the Exchange Agent to such holder by wire transfer (or, at Parent’s or the Exchange Agent’s election, by check) within five business days after the later of (i) the Effective Time and (ii) the date on which the Exchange Agent receives such holder’s Letter of Transmittal, stock certificate(s) and other documents, if any, required pursuant to Section 1.7.2(b). (d) Subject to Section 6.6(b) and receipt by Parent of an Option Holder letter of transmittal (the “Option Holder Letter of Transmittal”) substantially in the form attached hereto as Schedule 1.7.2(d), duly executed, each holder of a Vested In the Money Company Stock Option shall be entitled to receive all in exchange therefor the portion of the Merger Consideration that such dividends holder has the right to receive pursuant to the provisions of Section 1.7.1 (and distributionssubject to deduction for the Stockholder Representative Expense Fund pursuant to Section 1.8(c). (g) Parent, ). The portion of the Surviving Corporation, Merger Consideration payable to any holder of a Vested In the Paying Agent and the Escrow Agent Money Company Stock Option shall be entitled paid through a Parent or Surviving Corporation payroll account no later than the next regular payroll date following the Effective Time. Parent will transfer funds to deduct and withhold from any amounts payable or otherwise deliverable pursuant a Surviving Corporation payroll account if necessary to this Agreement such amounts as may be required to be deducted or withheld 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 and paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (h) None of Parent, enable the Surviving Corporation or the Paying Agent shall be liable to any holder or former holder of Company Shares for any Parent Shares (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 lawmake such payments. (i) As soon as commercially practicable after the Effective Time (but on the Closing Date), on behalf of the Company, Parent shall pay an amount equal to the Closing Indebtedness to such accounts and in the amounts specified in the Closing Indebtedness Statement. (j) As soon as commercially practicable after the Effective Time (but no later than one (1) Business Day after the Closing Date), on behalf of the Company, Parent shall pay an amount equal to the Closing Transaction Expenses to such accounts and in the amounts specified in the Closing Transaction Expenses Statement.

Exchange of Certificates; Payment of Merger Consideration. (a) Promptly following the Effective Time (but on the Closing Date or, if confirmation of the filing of the Certificate of Merger has not been obtained prior Prior to 1PM Pacific Time on the Closing Date, then on the first business day after the Closing Date), Sorrento shall (or shall cause Parent to) deposit cash in an amount equal to the Initial Cash Amount with Wilmington Trust N.A. (the “Paying Agent”), as contemplated by that certain paying agent agreement entered into by the Paying Agent with Parent concurrently with the execution and delivery of this Agreement.. (b) Within five (5) Business Days following the Effective Time, Parent will send shall designate an exchange agent (which may be Parent or cause a subsidiary of Parent) to be sent act as exchange agent (the “Exchange Agent”) in the Merger. (b) Upon surrender of a certificate for cancellation to the holders of Company Share Certificates previously representing Company Shares through email (unless requested Exchange Agent or to such other agent or agents as may be appointed by the Company in writing on behalf of each such holder prior to the Closing): (i) Parent, together with a letter of transmittal in customary form reasonably agreed to by Parent and (the Company (“Letters Letter of Transmittal”) (other than those holders that have already duly completed and delivered a Letter of Transmittal to substantially in the Paying Agentform attached hereto as Schedule 1.7.2(b), and (ii) instructions for use in effecting the surrender of Company Share Certificates in exchange for the applicable portion of the Merger Consideration. (c) As soon as reasonably practicable following surrender of a Company Share Certificate to Parent at Closingduly executed, or the Paying Agent thereafter, by a Stockholder that does not perfect his, her or its appraisal rights in accordance with Section 1.11 and is otherwise entitled to receive the applicable portion of the Merger Consideration (a “Non-Dissenting Stockholder”) for exchange, together with a duly executed Letter of Transmittal and such other documents as may reasonably be reasonably required by ParentParent or the Exchange Agent, all the holder of such certificate shall be entitled to receive in accordance with exchange therefor the instructions therein, (i) Parent shall cause portion of the Paying Agent to deliver to such Non-Dissenting Stockholder, by check or wire transfer of immediately available funds, such amount of cash Merger Consideration that such Non-Dissenting holder has the right to receive pursuant to the provisions of Section 1.7.1(and subject to deduction for the Stockholder is entitled to Representative Expense Fund pursuant to Section 1.5 1.10(c)), and the certificate so surrendered shall forthwith be cancelled. If any certificates representing shares of Company Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Stockholder, in respect a form satisfactory to Parent, Parent shall pay in exchange for such lost, stolen or destroyed certificate the portion of the Company Common Shares or Company Preferred Shares, as applicable, represented by Merger Consideration that such Company Share Certificate and (ii) Parent shall issue or caused to be issued (which may be in book entry form) to such Non-Dissenting Stockholder the Parent Shares such Non-Dissenting Stockholder is then entitled to receive pursuant to Section 1.5 in respect of 1.7.1 (and subject to deduction for the Company Common Shares or Company Preferred Shares, as applicable, represented by such Company Share Certificate. Parent shall pay (or cause to be paid) the Merger Consideration payable to the holders of Company Options Stockholder Representative Expense Fund pursuant to Section 1.12(a)(i) and Section 1.12(a)(ii1.10(c)); provided, as soon as reasonably practicable when such obligations become payable. (d) Until surrendered in accordance with Section 1.8(c)however, after the Effective Time, the Company Shares held by any Stockholder immediately prior to the Effective Time shall, for all corporate purposes, evidence only the ownership of the right to the consideration set forth in Section 1.5 such Company Shares shall have been converted pursuant to the terms of this Agreement. (e) In the event any Company Share Certificate representing Company Shares converted in connection with the Merger pursuant to Section 1.5 shall have been lost, stolen, mutilated or destroyed, that Parent may, in its discretion or as required by the Paying Agent and as a condition precedent to the payment of any Merger Consideration with respect to the Company Shares previously represented by such Company Share Certificatethereof, require the owner of such lost, stolen, mutilated or destroyed Company Share Certificate Stockholder to provide Parent with an appropriate affidavit and indemnity agreement, in a form satisfactory to deliver a bond (in such amountParent, form and with such surety as the Paying Agent customarily requires) as indemnity against any claim Claim that may be made against Parent, the Surviving Corporation or any affiliated party Parent with respect to the certificate alleged to have been lost, stolen or destroyed. No interest shall accrue on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any Person other than the Person in whose name the certificate or certificates representing shares of Company Stock surrendered in exchange therefor is registered, it shall be a condition to such Company Share Certificate. (f) No dividends exchange that the Person requesting such exchange shall pay to Parent any transfer or other distributions declared Taxes required by reason of the payment of the Merger Consideration (or made with respect any portion thereof) to a Person other than the registered holder of the certificate or certificates so surrendered, or shall establish to the satisfaction of Parent Shares with a record date that such Tax has been paid or is not applicable. Any portion of the Merger Consideration that remains unclaimed by the former holders of Company Stock for six (6) months after the Effective Time shall be paid delivered to the Parent. Any former holder of any unsurrendered Company Share Certificate with respect to the Company Shares represented thereby, until such holder surrenders such Company Share Certificate, as applicable, in accordance Stock that has not complied with this Section 1.8 1.7.2(b) prior to the end of such six-month period shall thereafter look only to Parent (at which time subject to abandoned property, escheat and similar laws) but only as a general creditor thereof for payment of its claim for its portion of the Merger Consideration. Notwithstanding anything to the contrary, neither Parent nor any other party hereto shall be liable to a holder of shares of Company Stock for any Merger Consideration delivered to a public official pursuant to applicable law, including abandoned property, escheat and similar laws. (c) The portion of the Merger Consideration payable to any holder of Company Stock as such pursuant to Section 1.7.1 (and subject to deduction for the Stockholder Representative Expense Fund pursuant to Section 1.10(c)) shall be paid by Parent or the Exchange Agent to such holder by wire transfer (or, at Parent’s or the Exchange Agent’s election, by check) within five business days after the later of (i) the Effective Time and (ii) the date on which the Exchange Agent receives such holder’s Letter of Transmittal, stock certificate(s) and other documents, if any, required pursuant to Section 1.7.2(b). (d) Subject to Section 6.6(b) and receipt by Parent of an Option Holder letter of transmittal (the “Option Holder Letter of Transmittal”) substantially in the form attached hereto as Schedule 1.7.2(d), duly executed, each holder of a Vested In the Money Company Stock Option shall be entitled to receive all in exchange therefor the portion of the Merger Consideration that such dividends holder has the right to receive pursuant to the provisions of Section 1.7.1 (and distributionssubject to deduction for the Stockholder Representative Expense Fund pursuant to Section 1.10(c). (g) Parent, ). The portion of the Surviving Corporation, Merger Consideration payable to any holder of a Vested In the Paying Agent and the Escrow Agent Money Company Stock Option shall be entitled paid through a Parent or Surviving Corporation payroll account no later than the next regular payroll date following the Effective Time. Parent will transfer funds to deduct and withhold from any amounts payable or otherwise deliverable pursuant a Surviving Corporation payroll account if necessary to this Agreement such amounts as may be required to be deducted or withheld 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 and paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (h) None of Parent, enable the Surviving Corporation or the Paying Agent shall be liable to any holder or former holder of Company Shares for any Parent Shares (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 lawmake such payments. (i) As soon as commercially practicable after the Effective Time (but on the Closing Date), on behalf of the Company, Parent shall pay an amount equal to the Closing Indebtedness to such accounts and in the amounts specified in the Closing Indebtedness Statement. (j) As soon as commercially practicable after the Effective Time (but no later than one (1) Business Day after the Closing Date), on behalf of the Company, Parent shall pay an amount equal to the Closing Transaction Expenses to such accounts and in the amounts specified in the Closing Transaction Expenses Statement.

Exchange of Certificates; Payment of Merger Consideration. (a) Promptly following the Effective Time (but on the Closing Date or, if confirmation of the filing of the Certificate of Merger has not been obtained prior Prior to 1PM Pacific Time on the Closing Date, then on the first business day after the Closing Date), Sorrento shall (or shall cause Parent to) deposit cash in an amount equal to the Initial Cash Amount with Wilmington Trust N.A. (the “Paying Agent”), as contemplated by that certain paying agent agreement entered into by the Paying Agent with Parent concurrently with the execution and delivery of this Agreement.. (b) Within five (5) Business Days following the Effective Time, Parent will send shall designate an exchange agent (which may be Parent or cause a subsidiary of Parent) to be sent act as exchange agent (the “Exchange Agent”) in the Merger. (b) Upon surrender of a certificate for cancellation to the holders of Company Share Certificates previously representing Company Shares through email (unless requested Exchange Agent or to such other agent or agents as may be appointed by the Company in writing on behalf of each such holder prior to the Closing): (i) Parent, together with a letter of transmittal in customary form reasonably agreed to by Parent and (the Company (“Letters Letter of Transmittal”) (other than those holders that have already duly completed and delivered a Letter of Transmittal to substantially in the Paying Agentform attached hereto as Schedule 1.7.2(b), and (ii) instructions for use in effecting the surrender of Company Share Certificates in exchange for the applicable portion of the Merger Consideration. (c) As soon as reasonably practicable following surrender of a Company Share Certificate to Parent at Closingduly executed, or the Paying Agent thereafter, by a Stockholder that does not perfect his, her or its appraisal rights in accordance with Section 1.11 and is otherwise entitled to receive the applicable portion of the Merger Consideration (a “Non-Dissenting Stockholder”) for exchange, together with a duly executed Letter of Transmittal and such other documents as may reasonably be reasonably required by ParentParent or the Exchange Agent, all the holder of such certificate shall be entitled to receive in accordance with exchange therefor the instructions therein, (i) Parent shall cause portion of the Paying Agent to deliver to such Non-Dissenting Stockholder, by check or wire transfer of immediately available funds, such amount of cash Merger Consideration that such Non-Dissenting holder has the right to receive pursuant to the provisions of Section 1.7.1 (and subject to deduction for the Stockholder is entitled to Representative Expense Fund pursuant to Section 1.5 1.8(c)), and the certificate so surrendered shall forthwith be cancelled. If any certificates representing shares of Company Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Stockholder, in respect a form satisfactory to Parent, Parent shall pay in exchange for such lost, stolen or destroyed certificate the portion of the Company Common Shares or Company Preferred Shares, as applicable, represented by Merger Consideration that such Company Share Certificate and (ii) Parent shall issue or caused to be issued (which may be in book entry form) to such Non-Dissenting Stockholder the Parent Shares such Non-Dissenting Stockholder is then entitled to receive pursuant to Section 1.5 in respect of 1.7.1 (and subject to deduction for the Company Common Shares or Company Preferred Shares, as applicable, represented by such Company Share Certificate. Parent shall pay (or cause to be paid) the Merger Consideration payable to the holders of Company Options Stockholder Representative Expense Fund pursuant to Section 1.12(a)(i) and Section 1.12(a)(ii), as soon as reasonably practicable when such obligations become payable. (d) Until surrendered in accordance with Section 1.8(c)); provided, after the Effective Timehowever, the Company Shares held by any Stockholder immediately prior to the Effective Time shall, for all corporate purposes, evidence only the ownership of the right to the consideration set forth in Section 1.5 such Company Shares shall have been converted pursuant to the terms of this Agreement. (e) In the event any Company Share Certificate representing Company Shares converted in connection with the Merger pursuant to Section 1.5 shall have been lost, stolen, mutilated or destroyed, that Parent may, in its discretion or as required by the Paying Agent and as a condition precedent to the payment of any Merger Consideration with respect to the Company Shares previously represented by such Company Share Certificatethereof, require the owner of such lost, stolen, mutilated or destroyed Company Share Certificate Stockholder to provide Parent with an appropriate affidavit and indemnity agreement, in a form satisfactory to deliver a bond (in such amountParent, form and with such surety as the Paying Agent customarily requires) as indemnity against any claim Claim that may be made against Parent, the Surviving Corporation or any affiliated party Parent with respect to the certificate alleged to have been lost, stolen or destroyed. No interest shall accrue on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any Person other than the Person in whose name the certificate or certificates representing shares of Company Stock surrendered in exchange therefor is registered, it shall be a condition to such Company Share Certificate. (f) No dividends exchange that the Person requesting such exchange shall pay to Parent any transfer or other distributions declared Taxes required by reason of the payment of the Merger Consideration (or made with respect any portion thereof) to a Person other than the registered holder of the certificate or certificates so surrendered, or shall establish to the satisfaction of Parent Shares with a record date that such Tax has been paid or is not applicable. Any portion of the Merger Consideration that remains unclaimed by the former holders of Company Stock for six (6) months after the Effective Time shall be paid delivered to the Parent. Any former holder of any unsurrendered Company Share Certificate with respect to the Company Shares represented thereby, until such holder surrenders such Company Share Certificate, as applicable, in accordance Stock that has not complied with this Section 1.8 1.7.2(b) prior to the end of such six-month period shall thereafter look only to Parent (at which time subject to abandoned property, escheat and similar laws) but only as a general creditor thereof for payment of its claim for its portion of the Merger Consideration. Notwithstanding anything to the contrary, neither Parent nor any other party hereto shall be liable to a holder of shares of Company Stock for any Merger Consideration delivered to a public official pursuant to applicable law, including abandoned property, escheat and similar laws. (c) The portion of the Merger Consideration payable to any holder of Company Stock as such pursuant to Section 1.7.1 (and subject to deduction for the Stockholder Representative Expense Fund pursuant to Section 1.8(c)) shall be paid by Parent or the Exchange Agent to such holder by wire transfer (or, at Parent’s or the Exchange Agent’s election, by check) within five business days after the later of (i) the Effective Time and (ii) the date on which the Exchange Agent receives such holder’s Letter of Transmittal, stock certificate(s) and other documents, if any, required pursuant to Section 1.7.2(b). -6- (d) Subject to Section 6.6(b) and receipt by Parent of an Option Holder letter of transmittal (the “Option Holder Letter of Transmittal”) substantially in the form attached hereto as Schedule 1.7.2(d), duly executed, each holder of a Vested In the Money Company Stock Option shall be entitled to receive all in exchange therefor the portion of the Merger Consideration that such dividends holder has the right to receive pursuant to the provisions of Section 1.7.1 (and distributionssubject to deduction for the Stockholder Representative Expense Fund pursuant to Section 1.8(c). (g) Parent, ). The portion of the Surviving Corporation, Merger Consideration payable to any holder of a Vested In the Paying Agent and the Escrow Agent Money Company Stock Option shall be entitled paid through a Parent or Surviving Corporation payroll account no later than the next regular payroll date following the Effective Time. Parent will transfer funds to deduct and withhold from any amounts payable or otherwise deliverable pursuant a Surviving Corporation payroll account if necessary to this Agreement such amounts as may be required to be deducted or withheld 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 and paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (h) None of Parent, enable the Surviving Corporation or the Paying Agent shall be liable to any holder or former holder of Company Shares for any Parent Shares (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 lawmake such payments. (i) As soon as commercially practicable after the Effective Time (but on the Closing Date), on behalf of the Company, Parent shall pay an amount equal to the Closing Indebtedness to such accounts and in the amounts specified in the Closing Indebtedness Statement. (j) As soon as commercially practicable after the Effective Time (but no later than one (1) Business Day after the Closing Date), on behalf of the Company, Parent shall pay an amount equal to the Closing Transaction Expenses to such accounts and in the amounts specified in the Closing Transaction Expenses Statement.

Exchange of Certificates; Payment of Merger Consideration. (a) Promptly following the Effective Time (but on the Closing Date or, if confirmation of the filing of the Certificate of Merger has not been obtained prior Prior to 1PM Pacific Time on the Closing Date, then on the first business day after the Closing Date), Sorrento shall (or shall cause Parent to) deposit cash in an amount equal to the Initial Cash Amount with Wilmington Trust N.A. (the “Paying Agent”), as contemplated by that certain paying agent agreement entered into by the Paying Agent with Parent concurrently with the execution and delivery of this Agreement.. (b) Within five (5) Business Days following the Effective Time, Parent will send shall designate an exchange agent (which may be Parent or cause a subsidiary of Parent) to be sent act as exchange agent (the “Exchange Agent”) in the Merger. (b) Upon surrender of a certificate for cancellation to the holders of Company Share Certificates previously representing Company Shares through email (unless requested Exchange Agent or to such other agent or agents as may be appointed by the Company in writing on behalf of each such holder prior to the Closing): (i) Parent, together with a letter of transmittal in customary form reasonably agreed to by Parent and (the Company (“Letters Letter of Transmittal”) (other than those holders that have already duly completed and delivered a Letter of Transmittal to substantially in the Paying Agentform attached hereto as Schedule 1.7.2(b), and (ii) instructions for use in effecting the surrender of Company Share Certificates in exchange for the applicable portion of the Merger Consideration. (c) As soon as reasonably practicable following surrender of a Company Share Certificate to Parent at Closingduly executed, or the Paying Agent thereafter, by a Stockholder that does not perfect his, her or its appraisal rights in accordance with Section 1.11 and is otherwise entitled to receive the applicable portion of the Merger Consideration (a “Non-Dissenting Stockholder”) for exchange, together with a duly executed Letter of Transmittal and such other documents as may reasonably be reasonably required by ParentParent or the Exchange Agent, all the holder of such certificate shall be entitled to receive in accordance with exchange therefor the instructions therein, (i) Parent shall cause portion of the Paying Agent to deliver to such Non-Dissenting Stockholder, by check or wire transfer of immediately available funds, such amount of cash Merger Consideration that such Non-Dissenting holder has the right to receive pursuant to the provisions of Section 1.7.1(and subject to deduction for the Stockholder is entitled to Representative Expense Fund pursuant to Section 1.5 1.10(c)), and the certificate so surrendered shall forthwith be cancelled. If any certificates representing shares of Company Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Stockholder, in respect a form satisfactory to Parent, Parent shall pay in exchange for such lost, stolen or destroyed certificate the portion of the Company Common Shares or Company Preferred Shares, as applicable, represented by Merger Consideration that such Company Share Certificate and (ii) Parent shall issue or caused to be issued (which may be in book entry form) to such Non-Dissenting Stockholder the Parent Shares such Non-Dissenting Stockholder is then entitled to receive pursuant to Section 1.5 in respect of 1.7.1 (and subject to deduction for the Company Common Shares or Company Preferred Shares, as applicable, represented by such Company Share Certificate. Parent shall pay (or cause to be paid) the Merger Consideration payable to the holders of Company Options Stockholder Representative Expense Fund pursuant to Section 1.12(a)(i) and Section 1.12(a)(ii1.10(c)); provided, as soon as reasonably practicable when such obligations become payable. (d) Until surrendered in accordance with Section 1.8(c)however, after the Effective Time, the Company Shares held by any Stockholder immediately prior to the Effective Time shall, for all corporate purposes, evidence only the ownership of the right to the consideration set forth in Section 1.5 such Company Shares shall have been converted pursuant to the terms of this Agreement. (e) In the event any Company Share Certificate representing Company Shares converted in connection with the Merger pursuant to Section 1.5 shall have been lost, stolen, mutilated or destroyed, that Parent may, in its discretion or as required by the Paying Agent and as a condition precedent to the payment of any Merger Consideration with respect to the Company Shares previously represented by such Company Share Certificatethereof, require the owner of such lost, stolen, mutilated or destroyed Company Share Certificate Stockholder to provide Parent with an appropriate affidavit and indemnity agreement, in a form satisfactory to deliver a bond (in such amountParent, form and with such surety as the Paying Agent customarily requires) as indemnity against any claim Claim that may be made against Parent, the Surviving Corporation or any affiliated party Parent with respect to the certificate alleged to have been lost, stolen or destroyed. No interest shall accrue on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any Person other than the Person in whose name the certificate or certificates representing shares of Company Stock surrendered in exchange therefor is registered, it shall be a condition to such Company Share Certificate. (f) No dividends exchange that the Person requesting such exchange shall pay to Parent any transfer or other distributions declared Taxes required by reason of the payment of the Merger Consideration (or made with respect any portion thereof) to a Person other than the registered holder of the certificate or certificates so surrendered, or shall establish to the satisfaction of Parent Shares with a record date that such Tax has been paid or is not applicable. Any portion of the Merger Consideration that remains unclaimed by the former holders of Company Stock for six (6) months after the Effective Time shall be paid delivered to the Parent. Any former holder of any unsurrendered Company Share Certificate with respect to the Company Shares represented thereby, until such holder surrenders such Company Share Certificate, as applicable, in accordance Stock that has not complied with this Section 1.8 1.7.2(b) prior to the end of such six-month period shall thereafter look only to Parent (at which time subject to abandoned property, escheat and similar laws) but only as a general creditor thereof for payment of its claim for its portion of the Merger Consideration. Notwithstanding anything to the contrary, neither Parent nor any other party hereto shall be liable to a holder of shares of Company Stock for any Merger Consideration delivered to a public official pursuant to applicable law, including abandoned property, escheat and similar laws. (c) The portion of the Merger Consideration payable to any holder of Company Stock as such pursuant to Section 1.7.1 (and subject to deduction for the Stockholder Representative Expense Fund pursuant to Section 1.10(c)) shall be paid by Parent or the Exchange Agent to such holder by wire transfer (or, at Parent’s or the Exchange Agent’s election, by check) within five business days after the later of (i) the Effective Time and (ii) the date on which the Exchange Agent receives such holder’s Letter of Transmittal, stock certificate(s) and other documents, if any, required pursuant to Section 1.7.2(b). (d) Subject to Section 6.6(b) and receipt by Parent of an Option Holder letter of transmittal (the “Option Holder Letter of Transmittal”) substantially in the form attached hereto as Schedule 1.7.2(d), duly executed, each holder of a Vested In the Money Company Stock Option shall be entitled to receive all in exchange therefor the portion of the Merger Consideration that such dividends holder has the right to receive pursuant to the provisions of Section 1.7.1 (and distributionssubject -5- to deduction for the Stockholder Representative Expense Fund pursuant to Section 1.10(c). (g) Parent, ). The portion of the Surviving Corporation, Merger Consideration payable to any holder of a Vested In the Paying Agent and the Escrow Agent Money Company Stock Option shall be entitled paid through a Parent or Surviving Corporation payroll account no later than the next regular payroll date following the Effective Time. Parent will transfer funds to deduct and withhold from any amounts payable or otherwise deliverable pursuant a Surviving Corporation payroll account if necessary to this Agreement such amounts as may be required to be deducted or withheld 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 and paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (h) None of Parent, enable the Surviving Corporation or the Paying Agent shall be liable to any holder or former holder of Company Shares for any Parent Shares (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 lawmake such payments. (i) As soon as commercially practicable after the Effective Time (but on the Closing Date), on behalf of the Company, Parent shall pay an amount equal to the Closing Indebtedness to such accounts and in the amounts specified in the Closing Indebtedness Statement. (j) As soon as commercially practicable after the Effective Time (but no later than one (1) Business Day after the Closing Date), on behalf of the Company, Parent shall pay an amount equal to the Closing Transaction Expenses to such accounts and in the amounts specified in the Closing Transaction Expenses Statement.