Common use of Exchange Payment Clause in Contracts

Exchange Payment. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company acceptable to the Company to act as payment agent in the Merger (the “Payment Agent”). At the Closing, Parent shall deposit with the Payment Agent cash in the amount of the Payment Amount. No later than the Effective Time, the Payment Agent shall mail to the holders of Company Capital Stock and the holder of the Non-Employee Optionholders, in each case as of immediately prior to the Effective Time: (i) a letter of transmittal in substantially the form attached hereto as Exhibit D (the “Letters of Transmittal”), (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the cash amounts payable in accordance with Section 1.5 and (iii) instructions for use in effecting the surrender of Company Options held by Non-Employee Optionholders in exchange for the Options Payout Amount, if any, which instructions shall include, without limitation, the requirement that each Non-Employee Optionholder sign the Option Termination Letter as a condition to receipt of the Options Payout Amount, if any. Subject to the terms of any Holdback Agreement, upon surrender of a Company Stock Certificate to the Payment Agent for payment, together with a duly executed Letter of Transmittal, and in no event later than five (5) business days after receipt of such Company Stock Certificate and duly executed Letter of Transmittal after the Closing Date, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Per Share Merger Consideration for each share evidenced by such Company Stock Certificate less the amount to be withheld in escrow in accordance with Section 1.10 of this Agreement and (B) the Company Stock Certificate so surrendered shall be canceled. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, as a condition to the payment of the Per Share Merger Consideration with respect to each share of Company Capital Stock evidenced by such Company Stock Certificate, require the owner of such Company Stock Certificate to provide an executed affidavit to Parent in a form reasonably acceptable to Parent, which affidavit shall include an agreement to indemnify and hold harmless Parent and the Payment Agent from and against any losses arising therefrom. Upon surrender of customary documentation relating to a Company Option held by a Non-Employee Optionholder to the Payment Agent for payment together with duly completed and properly executed IRS Forms W-8 and/or W-9 (or substitute forms thereof), as applicable, the holder of such Company Option, as applicable, shall be entitled to receive in exchange therefor the applicable Options Payout Amount, as applicable, less the amount to be withheld in escrow in accordance with Section 1.9 of this Agreement.

Exchange Payment. (a) Prior to the Closing DateParent has engaged [***], Parent shall select a reputable bank or trust company acceptable to the Company to act as payment agent in connection with the Merger (the “Payment Agent”). At On or prior to the ClosingClosing and no later than the Closing Date, Parent shall deposit or cause to be deposited with the Payment Agent cash and shall make available through Parent’s transfer agent book entry shares of Parent Common Stock in the amount of the Payment AmountUpfront Merger Consideration. No later than two Business Days after the Effective Time, the Payment Agent shall mail (or deliver electronically) to the holders of Company Capital Stock and (including pursuant to the holder conversion of the Non-Employee OptionholdersCompany SAFEs) and Company Options, in each case as of immediately prior to the Effective Time: (i) a letter of transmittal in substantially the form attached hereto as Exhibit D (the “Letters of Transmittal”)C, and (ii) instructions for use in effecting the surrender of Company Stock Certificates Certificates, if applicable, in exchange for the cash amounts payable and shares of Parent Common Stock issuable in accordance with Section 1.5 and (iii) instructions for use in effecting the surrender of Company Options held by Non-Employee Optionholders in exchange for the Options Payout Amount, if any, which instructions shall include, without limitation, the requirement that each Non-Employee Optionholder sign the Option Termination Letter as a condition to receipt of the Options Payout Amount, if any1.5. Subject to the terms of any Holdback Agreement, upon Upon surrender of a Company Stock Certificate to the Payment Agent for payment, together with a duly executed Letter letter of Transmittal, and in no event later than five (5) business days after receipt of such Company Stock Certificate and duly executed Letter of Transmittal after the Closing Datetransmittal, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (1) the Per Share Upfront Merger Consideration for each share evidenced by such Company Stock Certificate less Certificate, as determined pursuant to Section 1.5, (2) if and when due and payable, the amount Per Share Seller Note Consideration for an applicable Seller Note Consideration Distribution for each such share evidenced by such Company Stock Certificate, (3) if and when due and payable, the Per Share Contingent Consideration for an applicable Contingent Payment for each such share evidenced by such Company Stock Certificate, (4) if and when due and payable, the Per Share Adjustment Consideration in respect of a positive Adjustment Amount for each such share evidenced by such Company Stock Certificate, (5) if and when due and payable, the Per Share Representative Reserve Consideration in respect of the distribution of any portion of the Securityholders’ Representative Reserve to be withheld the Participating Securityholders for each such share evidenced by such Company Stock Certificate, and (6) if and when due and payable, the Per Share CR Sanjiu Consideration in escrow in accordance with Section 1.10 respect of this Agreement the distribution of any portion of the CR Sanjiu Payments to the Participating Securityholders for each share evidenced by such Company Common Stock and (B) the Company Stock Certificate so surrendered shall be canceled. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, as a condition to the payment of the Per Share Merger Consideration consideration hereunder with respect to each share of Company Capital Stock evidenced by such Company Stock Certificate, require the owner of such Company Stock Certificate or Company SAFE to provide an executed a reasonably appropriate affidavit to Parent in a form reasonably acceptable to Parent, (which affidavit shall may include an agreement to indemnify and hold harmless Parent and indemnity or bond in customary form). Any payments or by the Payment Agent from and against any losses arising therefrom. Upon surrender of customary documentation relating with respect to a Seller Note Consideration Distribution or Contingent Payment to holders of Company Option held Capital Stock that have satisfied the requirements set forth in this Section 1.9 shall be made promptly following the receipt by a Non-Employee Optionholder to the Payment Agent for payment together of the funds payable in connection with duly completed and properly executed IRS Forms W-8 and/or W-9 (such Seller Note Consideration Distribution or substitute forms thereof), Contingent Payment. In the event that any Participating Securityholder has outstanding loans from the Company as applicableof the Effective Time, the holder consideration payable, pursuant to Section 1.5 or Section 1.6 shall, without duplication, be reduced by an amount equal to the sum of the outstanding principal plus accrued interest of such Company Option, Participating Securityholders’ loans as applicable, shall be entitled to receive in exchange therefor of the applicable Options Payout Amount, as applicable, less the amount to be withheld in escrow in accordance with Section 1.9 of this Agreement.Effective Time. ***Certain Confidential Information Omitted

Exchange Payment. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company reasonably acceptable to the Company to act as payment agent in the Merger (the “Payment Agent”), and Parent, the Securityholders’ Representative and the Payment Agent shall enter into the Payment Agent Agreement. At Prior to the ClosingClosing and no later than the Closing Date, Parent shall deposit or cause to be deposited with the Payment Agent cash and certificates representing shares of Parent Common Stock, or shall make available book entry shares of Parent Common Stock, as applicable, in the amount of the Payment Amount. No later than one Business Day after the Effective Time, the Payment Agent shall mail to the holders of Company Capital Stock Stock, holders of Employee Options, if payable through the Payment Agent, and the holder holders of the Non-Employee OptionholdersOptions, in each case as of immediately prior to the Effective Time: (i) a letter of transmittal in substantially the form attached hereto as Exhibit D EXHIBIT F (the “Letters Letter of Transmittal”), (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the cash amounts payable and shares of Parent Common Stock issuable in accordance with Section 1.5 1.5, and (iii) instructions for use in effecting the surrender of Company Options held by Non-Employee Optionholders Options and, if payable through the Payment Agent, Employee Options, which surrender in the case of options, shall be deemed satisfied through delivery of the Letter of Transmittal and the Option Termination Agreement, in exchange for the Options Payout Amount, if any, which instructions shall include, without limitation, the requirement that each Non-Employee Optionholder sign the Option Termination Letter as a condition to receipt amounts payable and shares of the Options Payout Amount, if anyParent Common Stock issuable in accordance with Section 1.6. Subject to the terms of any Holdback Agreement, upon Upon surrender of a Company Stock Certificate to the Payment Agent for payment, together with a duly executed Letter of Transmittal, and in no event later than five (5) business days after receipt of such Company Stock Certificate and duly executed Letter of Transmittal after the Closing Date, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (1) the Per Share applicable portion of the Upfront Merger Consideration Amount for each share evidenced by such Company Stock Certificate, as determined pursuant to Section 1.5, (2) if and when due and payable, the applicable Per Share Contingent Consideration in respect of any Contingent Payment for each such share evidenced by such Company Stock Certificate, (3) if and when due and payable, the applicable Per Share Escrow Consideration in respect of any Escrow Distribution for each such share evidenced by such Company Stock Certificate, (4) if and when due and payable, the applicable Per Share Adjustment Consideration in respect of a positive Adjustment Amount for each such share evidenced by such Company Stock Certificate, and (5) if and when due and payable, the applicable Per Share Representative Reserve Consideration in respect of the distribution any portion of the Securityholders’ Representative Reserve to the Participating Securityholders for each such share evidenced by such Company Stock Certificate less the amount to be withheld in escrow in accordance with Section 1.10 of this Agreement and (B) the Company Stock Certificate so surrendered shall be canceled. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, as a condition to the payment of the Per Share Merger Consideration with respect to each share of Company Capital Stock evidenced by such Company Stock Certificate, require the owner of such Company Stock Certificate to provide an executed affidavit to Parent in a form reasonably acceptable to Parent, which affidavit shall include an agreement to indemnify and hold harmless Parent and the Payment Agent from and against any losses arising therefrom. Upon surrender of customary documentation relating to a Company Option held by a Non-Employee Optionholder to the Payment Agent for payment together with duly completed and properly executed IRS Forms W-8 and/or W-9 (or substitute forms thereof), as applicable, the holder of such Company Option, as applicable, shall be entitled to receive in exchange therefor the applicable Options Payout Amount, as applicable, less the amount to be withheld in escrow in accordance with Section 1.9 of this Agreement.

Exchange Payment. (a) Prior to the Closing Date, Parent shall select a engage PNC Bank, National Association or another reputable bank or trust company reasonably acceptable to the Company to act as payment agent in the Merger I (the “Payment Agent”) and enter into a payment agent agreement in form and substance reasonably acceptable to the Company (the “Payment Agent Agreement”). At Parent shall pay the Payment Agent all fees and expenses of the Payment Agent and shall deposit, or shall cause to be deposited on or prior to the Closing, Parent shall deposit with the Payment Agent cash in the amount of the Payment Amount. No later than Closing Cash Consideration Amount (to the Effective Time, the Payment Agent shall mail extent payable to the holders of Company Capital Stock and the holder of the Non-Employee OptionholdersOptions, which, for the avoidance of doubt, excludes the Aggregate Exercise Amount) and shall make available through Parent’s transfer agent Book-Entry shares of Parent Common Stock in the amount of the Upfront Stock Consideration or other stock consideration that may become due hereunder. As soon as practicable after the date hereof and prior to the Closing (the delivery of the Information Statement by the Company, including the information included therein pursuant to Section 5.1 to be provided by Parent, shall not be unreasonably delayed) the Payment Agent shall deliver (including via email, if available) to the holders of Company Capital Stock and Company Options, in each case as of immediately prior to the Merger I Effective Time: (i) the Information Statement, Joinder Agreement, and Accredited Investor Questionnaire (ii) a letter of transmittal in substantially the form attached hereto as Exhibit D (the “Letters Letter of Transmittal”), (iiiii) the requisite documents to execute and instructions for use in effecting the surrender of Company Stock Certificates Certificates, Book-Entries or Company Options, as applicable, in exchange for the cash amounts consideration payable thereof (as set forth in accordance with Section 1.5 and (iiiConversion of Shares) instructions for use in effecting the surrender and/or Section 1.6 (Treatment of Company Options held by Non-Employee Optionholders in exchange for the Options Payout Amount, if any, which instructions shall include, without limitation, the requirement that each Non-Employee Optionholder sign the Option Termination Letter as a condition to receipt of the Options Payout Amount, if anyOptions)). Subject to the terms of any Holdback Agreement, upon Upon surrender of a Company Stock Certificate Certificate, Book-Entry or Company Option to the Payment Agent for payment, together with a duly executed Letter of Transmittal, and in no event later than five (5) business days after receipt of such Company Stock Certificate and duly executed Letter of Transmittal after the Closing Date, (A) the holder of such Company Stock Certificate Certificate, Book-Entry or Company Option, as applicable, shall be entitled to promptly receive in exchange therefor (1) the Per Share Merger applicable portion of the Closing Cash Consideration Amount and Upfront Stock Consideration for each share evidenced by such Company Stock Certificate less Certificate, Book-Entry or Company Option, (2) if and when due and payable, the amount Per Share Future Payment Amount in respect of a Future Payment for each share evidenced by such Company Stock Certificate, Book-Entry or Company Option, and (3) if and when due and payable, the Per Share Milestone Consideration in respect of a Milestone for each share evidenced by such Company Stock Certificate, Book-Entry or Company Option, in each case as determined pursuant to be withheld Section 1.5 (Conversion of Shares) or Section 1.6 (Treatment of Company Options), as applicable, in escrow each case in accordance with Section 1.10 cash and/or by issuing Book-Entry shares of this Agreement Parent Common Stock (as applicable) and (B) the Company Stock Certificate Certificate, Book-Entry or Company Option so surrendered shall be canceledcancelled. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent or the Payment Agent, as applicable, may, as a condition to the payment of the Per Share Merger Consideration consideration hereunder with respect to each share of Company Capital Stock evidenced by such Company Stock Certificate, require the owner of such Company Stock Certificate to provide an executed a reasonably appropriate affidavit to Parent or the Payment Agent, as applicable (a “Lost Certificate Affidavit”). All consideration paid upon the surrender of Company Stock Certificates or Book-Entries (or Lost Certificate Affidavits in a form reasonably acceptable lieu thereof as set forth in this Section 1.16(a) (Exchange/Payment)) in accordance with the terms hereof shall be deemed to Parenthave been paid in full satisfaction of all rights pertaining to the shares of Company Capital Stock represented thereby. No interest will be paid or accrued on any amount payable for shares of Company Capital Stock pursuant to this Section 1 (Description of Transaction). Notwithstanding the foregoing, which affidavit shall include an agreement to indemnify and hold harmless Parent and the Payment Agent from and against will not make any losses arising therefrom. Upon surrender of customary documentation relating to a Company Option held by a Non-Employee Optionholder payment to the Payment Agent for holders of Employee Options and (i) subject to Section 1.16(d) (Exchange Payment), within one full payroll period following the Merger II Effective Time, the Merger II Surviving Company shall pay through the Company’s payroll system the portion of the Closing Cash Consideration, if any, due to each Employee Option Holder in respect of such individual’s Employee Options in accordance with Section 1.6 (Treatment of Company Options), (ii) Parent shall make available through Parent’s transfer agent Book-Entry shares of Parent Common Stock in the amount of the Upfront Stock Consideration (if and to the extent payable to the Employee Option Holders in accordance with Section 1.6 (Treatment of Company Options)) and (iii) to the extent any additional cash payment together becomes due pursuant to Section 1.6(a)(i) (Treatment of Company Options), within one full payroll period following the final determination of such additional payment amount in accordance with duly completed and properly executed IRS Forms W-8 and/or W-9 Section 1.17 (Post-Closing Adjustment), 1.18 (Milestone Consideration), 1.21(d) (Securityholders’ Representative) or substitute forms thereof1.22(d) (Escrow Agreement), as applicable, the holder Merger II Surviving Company shall pay through the Company’s payroll system the cash portion of such Company OptionFuture Payment or such Milestone Consideration, as applicableif any, shall be entitled to receive and make available through Parent’s transfer agent Book-Entry shares of Parent Common Stock in exchange therefor the applicable Options Payout Amount, as applicable, less the amount of the Parent Common Stock portion of such Future Payment or such Milestone Consideration, if any, due to be withheld each Employee Option Holder in escrow respect of such individual’s Employee Options in accordance with Section 1.9 1.6 (Treatment of this AgreementCompany Options).

Exchange Payment. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company acceptable to the Company to act as payment exchange agent in the Merger (the “Payment "Exchange Agent”"). At the Closing, Parent shall deposit with the Exchange Agent a number of shares of Parent Common Stock equal to the Payment Agent Amount and an amount of cash in equal to the Cash Merger Consideration (less the amount of Cash Merger Consideration that is referred to in clause (ii) of the Payment Amountdefinition of Cash Merger Consideration). No As promptly as practicable and in no event later than five (5) Business Days after the Effective Time, the Payment Exchange Agent shall mail to the holders of Company Capital Stock Stock, Company Convertible Debt and the holder of the Non-Employee OptionholdersCompany Warrants, in each case as of immediately prior to the Effective Time: (i) a letter of transmittal in substantially the form attached hereto as Exhibit D (the “"Letters of Transmittal”"), and (ii) instructions for use in effecting the surrender of Certificates, Company Stock Certificates Warrants or instrument representing the Convertible Debt, in exchange for the Parent Common Stock or cash amounts payable in accordance with Section 1.5 and (iii) instructions for use in effecting the surrender of Company Options held by Non-Employee Optionholders in exchange for the Options Payout Amount, if any, which instructions shall include, without limitation, the requirement that each Non-Employee Optionholder sign the Option Termination Letter as a condition to receipt of the Options Payout Amount, if any1.5. Subject to the terms of any Holdback Agreement, upon Upon surrender of a Certificate, Company Stock Certificate Warrant or evidence of Company Convertible Debt, if applicable, to the Payment Exchange Agent for payment, together with a duly executed Letter of Transmittal, and in no event later than five (5) business days after receipt of such Company Stock Certificate and duly executed Letter of Transmittal after the Closing Date, (A) the holder of such Certificate, the holder of such Company Stock Certificate Warrant and the Company Convertible Debt Holder shall be entitled to receive in exchange therefor the Per Share Merger Consideration shares of Parent Common Stock or cash payable in accordance with Section 1.5 for each share evidenced by such Certificate, Company Stock Certificate Warrant or Company Convertible Debt, as applicable, less the amount to be withheld in escrow in accordance with Section 1.10 1.9 of this Agreement and (B) the Certificate, Company Stock Certificate Warrant or evidence of Company Convertible Debt, if applicable, so surrendered shall be canceled. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, as a condition to the payment of the Per Share Merger Consideration shares of Parent Common Stock or cash payable in accordance with Section 1.5 with respect to each share of Company Capital Stock evidenced by such Company Stock Certificate, require the owner of such Company Stock Certificate to provide an executed affidavit to Parent in a form reasonably acceptable to Parent, which affidavit shall include a bond in such sum as Parent may reasonably direct and an agreement to indemnify and hold harmless Parent and the Payment Exchange Agent from and against any losses arising therefrom. Upon surrender of customary documentation relating to a Company Option held by a Non-Employee Optionholder to the Payment Agent for payment together with duly completed and properly executed IRS Forms W-8 and/or W-9 (or substitute forms thereof), as applicable, the holder of such Company Option, as applicable, shall be entitled to receive in exchange therefor the applicable Options Payout Amount, as applicable, less the amount to be withheld in escrow in accordance with Section 1.9 of this Agreement.

Exchange Payment. (a) Prior At the Closing and against surrender to Parent by any holder of record of a certificate or certificates that prior to the Closing DateEffective Time represented shares of Target Common Stock (the "Certificates"), Parent shall select a reputable bank cause to be paid or trust company acceptable delivered to the Company holder of record of such Certificates, without interest thereon, the Merger Consideration to act be received by such holder as payment agent specified in Section 3.1. Notwithstanding anything in the Merger (foregoing to the “Payment Agent”). At contrary, Certificates may be surrendered after the Closing, but until so surrendered, Parent shall deposit with not cause to be paid or delivered to the Payment Agent holder of record of such Certificates the shares or cash amounts referred to in the amount previous sentence and each outstanding Certificate that prior to the Effective Time represented shares of the Payment Amount. No later than Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the Payment Agent payment of dividends, to evidence the right to receive the Merger Consideration, the right to receive an additional share of Parent Common Stock in lieu of the issuance of any fractional shares in accordance with Section 3.1(d) and the right to receive unpaid dividends and distributions, if any, that such holder has the right to receive in respect of such Parent Common Stock, after giving effect to any required withholding tax, in each case without interest thereon. The shares represented by the Certificates surrendered to Parent shall mail forthwith be canceled. The risk of loss and title to the holders Certificates shall pass only upon receipt by Parent of Company Capital the Certificates. (b) Distributions with respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock and with a record date after the Effective Time will be paid to the holder of any Certificate until such Certificate is surrendered for exchange as provided herein. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the holder of the Non-Employee Optionholderscertificates representing whole shares of Parent Common Stock issued in exchange therefor, in each case as without interest, at the time of immediately prior to such surrender, the amount of dividends or other distributions with a record date after the Effective Time: Time theretofore payable (i) a letter of transmittal in substantially the form attached hereto as Exhibit D (the “Letters of Transmittal”), (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange but for the cash amounts payable in accordance with Section 1.5 and (iii) instructions for use in effecting the surrender of Company Options held by Non-Employee Optionholders in exchange for the Options Payout Amount, if any, which instructions shall include, without limitation, the requirement that each Non-Employee Optionholder sign the Option Termination Letter as a condition to receipt of the Options Payout Amount, if any. Subject to the terms of any Holdback Agreement, upon surrender of a Company Stock Certificate to the Payment Agent for payment, together with a duly executed Letter of Transmittal, and in no event later than five (5) business days after receipt of such Company Stock Certificate and duly executed Letter of Transmittal after the Closing Date, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Per Share Merger Consideration for each share evidenced by such Company Stock Certificate less the amount to be withheld in escrow in accordance with Section 1.10 provisions of this Agreement and (BSection 3.2(b)) the Company Stock Certificate so surrendered shall be canceled. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, as a condition to the payment of the Per Share Merger Consideration with respect to each share such shares of Company Capital Parent Common Stock evidenced by such Company Stock Certificate, require the owner of such Company Stock Certificate to provide an executed affidavit to Parent in a form reasonably acceptable to Parent, which affidavit shall include an agreement to indemnify and hold harmless Parent and the Payment Agent from and against any losses arising therefrom. Upon surrender of customary documentation relating to a Company Option held by a Non-Employee Optionholder to the Payment Agent for payment together with duly completed and properly executed IRS Forms W-8 and/or W-9 (or substitute forms thereof), as applicable, the holder of such Company Option, as applicable, shall be entitled to receive in exchange therefor the applicable Options Payout Amount, as applicablenot paid, less the amount to of any withholding taxes that may be withheld in escrow in accordance with Section 1.9 of this Agreement.required thereon. (c)