Common use of Exchange Payment Clause in Contracts

Exchange Payment. At the Closing and against surrender to Parent by any holder of record of a certificate or certificates that prior to the Effective Time represented shares of Target Common Stock (the "Certificates"), Parent shall cause to be paid or delivered to the holder of record of such Certificates, without interest thereon, the Merger Consideration to be received by such holder as specified in Section 3.1. Notwithstanding anything in the foregoing to the contrary, Certificates may be surrendered after the Closing, but until so surrendered, Parent shall not cause to be paid or delivered to the holder of record of such Certificates the shares or cash amounts referred to in the previous sentence and each outstanding Certificate that prior to the Effective Time represented shares of Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the 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 forthwith be canceled. The risk of loss and title to the Certificates shall pass only upon receipt by Parent of the Certificates. (b) Distributions with respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock 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 certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable (but for the provisions of this Section 3.2(b)) with respect to such shares of Parent Common Stock and not paid, less the amount of any withholding taxes that may be required thereon. (c)

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 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 against surrender to Parent by any the holder of record the Non-Employee Optionholders, in each case as of a certificate or certificates that immediately prior to the Effective Time represented shares Time: (i) a letter of Target Common Stock transmittal in substantially the form attached hereto as Exhibit D (the "Certificates"“Letters of Transmittal”), Parent shall cause to be paid or delivered to (ii) instructions for use in effecting the holder surrender of record of such Certificates, without interest thereon, Company Stock Certificates in exchange for the Merger Consideration to be received by such holder as specified in Section 3.1. Notwithstanding anything in the foregoing to the contrary, Certificates may be surrendered after the Closing, but until so surrendered, Parent shall not cause to be paid or delivered to the holder of record of such Certificates the shares or cash amounts referred to in the previous sentence and each outstanding Certificate that prior to the Effective Time represented shares of Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the 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 payable in accordance with Section 3.1(d1.5 and (iii) and instructions for use in effecting the right to receive unpaid dividends and distributionssurrender 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 has the right of such Company Stock Certificate shall be entitled to receive in respect 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 such Parent Common Stock, after giving effect to any required withholding tax, in each case without interest thereon. The shares represented by this Agreement and (B) the Certificates Company Stock Certificate so surrendered to Parent shall forthwith be canceled. The risk of loss and title If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, as a condition to the Certificates shall pass only upon receipt by Parent payment of the Certificates. (b) Distributions Per Share Merger Consideration with respect to Unexchanged Shares. No dividends or other distributions with respect 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 Common Stock 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 a record date after the Effective Time will be paid to duly completed and properly executed IRS Forms W-8 and/or W-9 (or substitute forms thereof), as applicable, the holder of any Certificate until such Certificate is surrendered for exchange Company Option, as provided herein. Subject to applicable lawapplicable, following surrender of any such Certificate, there shall be paid entitled to the holder of the certificates representing whole shares of Parent Common Stock issued receive in exchange therefortherefor the applicable Options Payout Amount, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable (but for the provisions of this Section 3.2(b)) with respect to such shares of Parent Common Stock and not paidas applicable, less the amount to be withheld in escrow in accordance with Section 1.9 of any withholding taxes that may be required thereon. (c)this Agreement.

Exchange Payment. At (a) Parent has engaged [***], to act as payment agent in connection with the Merger (the “Payment Agent”). On or prior to the Closing and against surrender to Parent by any holder of record of a certificate or certificates that prior to no later than the Effective Time represented shares of Target Common Stock (the "Certificates")Closing Date, Parent shall deposit or cause to be paid or delivered to deposited with the holder Payment Agent cash and shall make available through Parent’s transfer agent book entry shares of record of such Certificates, without interest thereon, the Merger Consideration to be received by such holder as specified in Section 3.1. Notwithstanding anything Parent Common Stock in the foregoing to amount of the contrary, Certificates may be surrendered after the Closing, but until so surrendered, Parent shall not cause to be paid or delivered to the holder of record of such Certificates the shares or cash amounts referred to in the previous sentence and each outstanding Certificate that prior to the Effective Time represented shares of Target Common Stock will be deemed from and Upfront Merger Consideration. No later than two Business Days after the Effective Time, for all corporate purposes, other than the payment Payment Agent shall mail (or deliver electronically) to the holders of dividends, Company Capital Stock (including pursuant to evidence the right to receive the Merger Consideration, the right to receive an additional share of Parent Common Stock in lieu conversion of the issuance of any fractional shares in accordance with Section 3.1(dCompany SAFEs) 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 taxCompany Options, in each case without interest thereon. The shares represented by the Certificates surrendered to Parent shall forthwith be canceled. The risk as of loss and title immediately prior to the Certificates shall pass only upon receipt by Parent Effective Time: (i) a letter of transmittal in substantially the Certificates. form attached hereto as Exhibit C, and (bii) Distributions with respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock with a record date after instructions for use in effecting 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 CertificateCompany Stock Certificates, there shall be paid to if applicable, in exchange for the holder of the certificates representing whole amounts payable and shares of Parent Common Stock issued issuable in accordance with Section 1.5. Upon surrender of a Company Stock Certificate to the Payment Agent for payment, together with a duly executed letter of transmittal, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefortherefor (1) the Per Share Upfront Merger Consideration for each share evidenced by such Company Stock Certificate, without interestas determined pursuant to Section 1.5, at the time of such surrender(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 dividends 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 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 respect of 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 other distributions with destroyed, Parent may, as a record date after condition to the Effective Time theretofore payable (but for payment of the provisions of this Section 3.2(b)) consideration hereunder with respect to each share of Company Capital Stock evidenced by such shares Company Stock Certificate, require the owner of such Company Stock Certificate or Company SAFE to provide a reasonably appropriate affidavit to Parent Common (which may include an indemnity or bond in customary form). Any payments or by the Payment Agent with respect to a Seller Note Consideration Distribution or Contingent Payment to holders of Company Capital Stock and not paidthat have satisfied the requirements set forth in this Section 1.9 shall be made promptly following the receipt by the Payment Agent of the funds payable in connection with such Seller Note Consideration Distribution or Contingent Payment. In the event that any Participating Securityholder has outstanding loans from the Company as of the Effective Time, less the consideration payable, pursuant to Section 1.5 or Section 1.6 shall, without duplication, be reduced by an amount equal to the sum of any withholding taxes that may be required thereonthe outstanding principal plus accrued interest of such Participating Securityholders’ loans as of the Effective Time. (c)***Certain Confidential Information Omitted

Exchange Payment. At (a) Prior to the Closing and against surrender to Date, Parent by any holder of record of shall select a certificate reputable bank or certificates that prior trust company acceptable to the Effective Time represented shares of Target Common Stock Company to act as exchange agent in the Merger (the "CertificatesExchange Agent"). At the Closing, Parent shall cause to be paid or delivered deposit with the Exchange Agent a number of shares of Parent Common Stock equal to the holder Payment Amount and an amount of record of such Certificates, without interest thereon, cash equal to the Cash Merger Consideration to be received by such holder as specified in Section 3.1. Notwithstanding anything in (less the foregoing to the contrary, Certificates may be surrendered after the Closing, but until so surrendered, Parent shall not cause to be paid or delivered to the holder amount of record of such Certificates the shares or cash amounts Cash Merger Consideration that is referred to in clause (ii) of the previous sentence definition of Cash Merger Consideration). As promptly as practicable and each outstanding Certificate that prior to the Effective Time represented shares of Target Common Stock will be deemed from and in no event later than five (5) Business Days after the Effective Time, the Exchange Agent shall mail to the holders of Company Capital Stock, Company Convertible Debt and Company 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 all corporate purposesuse in effecting the surrender of Certificates, other than Company Warrants or instrument representing the payment of dividendsConvertible Debt, to evidence in exchange for 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 or cash payable in accordance with Section 3.1(d1.5. Upon surrender of a Certificate, Company Warrant or evidence of Company Convertible Debt, if applicable, to the Exchange Agent for payment, together with a duly executed Letter of Transmittal, (A) the holder of such Certificate, the holder of such Company Warrant and the right to receive unpaid dividends and distributions, if any, that such holder has the right Company Convertible Debt Holder shall be entitled 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 exchange therefor the Certificates surrendered to Parent shall forthwith be canceled. The risk of loss and title to the Certificates shall pass only upon receipt by Parent of the Certificates. (b) Distributions with respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock 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 certificates representing whole shares of Parent Common Stock issued or cash payable in exchange thereforaccordance with Section 1.5 for each share evidenced by such Certificate, without interestCompany Warrant or Company Convertible Debt, at the time of such surrenderas applicable, less the amount of dividends or other distributions to be withheld in escrow in accordance with a record date after the Effective Time theretofore payable (but for the provisions Section 1.9 of this Section 3.2(b)Agreement and (B) with respect the Certificate, Company Warrant or evidence of Company Convertible Debt, if applicable, so surrendered shall be canceled. If any Certificate shall have been lost, stolen or destroyed, Parent may, as a condition to such the payment of the 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 Certificate, require the owner of such 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 not paid, less an agreement to indemnify and hold harmless Parent and the amount of Exchange Agent from and against any withholding taxes that may be required thereon. (c)losses arising therefrom.

Exchange Payment. At (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company reasonably acceptable to the Company (the “Payment Agent”), and Parent, the Securityholders’ Representative and the Payment Agent shall enter into the Payment Agent Agreement. Prior to the Closing and against surrender to Parent by any holder of record of a certificate or certificates that prior to no later than the Effective Time represented shares of Target Common Stock (the "Certificates")Closing Date, Parent shall deposit or cause to be paid deposited with the Payment Agent cash and certificates representing shares of Parent Common Stock, or delivered to the holder shall make available book entry shares of record of such CertificatesParent Common Stock, without interest thereonas applicable, the Merger Consideration to be received by such holder as specified in Section 3.1. Notwithstanding anything in the foregoing to amount of the contrary, Certificates may be surrendered after the Closing, but until so surrendered, Parent shall not cause to be paid or delivered to the holder of record of such Certificates the shares or cash amounts referred to in the previous sentence and each outstanding Certificate that prior to the Effective Time represented shares of Target Common Stock will be deemed from and Payment Amount. No later than one Business Day after the Effective Time, for all corporate purposesthe Payment Agent shall mail to the holders of Company Capital Stock, other than the payment holders 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 distributionsEmployee Options, if anypayable through the Payment Agent, that such holder has the right to receive in respect and holders of such Parent Common Stock, after giving effect to any required withholding taxNon-Employee Options, in each case without interest thereon. The shares represented by the Certificates surrendered to Parent shall forthwith be canceled. The risk as of loss and title immediately prior to the Certificates shall pass only upon receipt by Parent Effective Time: (i) a letter of transmittal in substantially the Certificates. form attached as EXHIBIT F (bthe “Letter of Transmittal”), (ii) Distributions with respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock with a record date after instructions for use in effecting 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 Company Stock Certificates in exchange for the holder of the certificates representing whole amounts payable and shares of Parent Common Stock issued issuable in accordance with Section 1.5, and (iii) instructions for use in effecting the surrender of Non-Employee 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 therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable (but for the provisions of this Section 3.2(b)) with respect to such amounts payable and shares of Parent Common Stock issuable in accordance with Section 1.6. Upon surrender of a Company Stock Certificate to the Payment Agent for payment, together with a duly executed Letter of Transmittal, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (1) the 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 not paidwhen due and payable, less the amount applicable Per Share Contingent Consideration in respect of any withholding taxes that may 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 and (B) the Company Stock Certificate so surrendered shall be required thereon. (c)canceled.

Exchange Payment. At (a) Prior to the Closing and against surrender to Date, Parent by any holder of record of a certificate shall engage PNC Bank, National Association or certificates that prior another reputable bank or trust company reasonably acceptable to the Effective Time represented shares of Target Common Stock Company to act as payment agent in Merger I (the "Certificates"“Payment Agent”) and enter into a payment agent agreement in form and substance reasonably acceptable to the Company (the “Payment Agent Agreement”). Parent shall pay the Payment Agent all fees and expenses of the Payment Agent and shall deposit, Parent or shall cause to be paid deposited on or delivered prior to the holder of record of such Certificates, without interest thereon, the Merger Consideration to be received by such holder as specified in Section 3.1. Notwithstanding anything in the foregoing to the contrary, Certificates may be surrendered after the Closing, but until so surrendered, Parent shall not cause to be paid or delivered with the Payment Agent cash in the amount of the Closing Cash Consideration Amount (to the holder of record of such Certificates the shares or cash amounts referred to in the previous sentence and each outstanding Certificate that prior extent payable to the Effective Time represented shares holders of Target Common Company Capital Stock will be deemed from and after the Effective TimeNon-Employee Options, which, for all corporate purposesthe avoidance of doubt, other than excludes the payment of dividends, to evidence the right to receive the Merger Consideration, the right to receive an additional share Aggregate Exercise Amount) and shall make available through Parent’s transfer agent Book-Entry shares of Parent Common Stock in lieu the amount of the issuance 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 any fractional shares in accordance with the Information Statement by the Company, including the information included therein pursuant to Section 3.1(d5.1 to be provided by Parent, shall not be unreasonably delayed) and the right to receive unpaid dividends and distributionsPayment Agent shall deliver (including via email, if any, that such holder has available) to the right to receive in respect holders of such Parent Common Stock, after giving effect to any required withholding taxCompany Capital Stock and Company Options, in each case without interest thereon. The shares represented by the Certificates surrendered to Parent shall forthwith be canceled. The risk as of loss and title immediately prior to the Certificates shall pass only upon receipt by Parent 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 “Letter of Transmittal”), (iii) the requisite documents to execute and instructions for use in effecting the surrender of Company Stock Certificates, Book-Entries or Company Options, as applicable, in exchange for the consideration payable thereof (as set forth in Section 1.5 (Conversion of Shares) and/or Section 1.6 (Treatment of Company Options)). (b) Distributions with respect Upon surrender of a Company Stock Certificate, Book-Entry or Company Option to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock the Payment Agent for payment, together with a record date after the Effective Time will be paid to duly executed Letter of Transmittal, (A) the holder of any Certificate until such Certificate is surrendered for exchange as provided herein. Subject to applicable law, following surrender of any such Company Stock Certificate, there Book-Entry or Company Option, as applicable, shall be paid entitled to promptly receive in exchange therefor (1) the holder applicable portion of the certificates representing whole Closing Cash Consideration Amount and Upfront Stock Consideration for each share evidenced by such Company Stock Certificate, Book-Entry or Company Option, (2) if and when due and payable, the 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 Section 1.5 (Conversion of Shares) or Section 1.6 (Treatment of Company Options), as applicable, in each case in cash and/or by issuing Book-Entry shares of Parent Common Stock issued in exchange therefor(as applicable) and (B) the Company Stock Certificate, without interestBook-Entry or Company Option so surrendered shall be cancelled. If any Company Stock Certificate shall have been lost, at stolen or destroyed, Parent or the time Payment Agent, as applicable, may, as a condition to the payment of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable (but for the provisions of this Section 3.2(b)) 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 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 lieu thereof as set forth in this Section 1.16(a) (Exchange/Payment)) in accordance with the terms hereof shall be deemed to have 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, the Payment Agent will not make any payment to the 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 and not paid, less 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 withholding taxes that may be required thereon. additional cash payment becomes due pursuant to Section 1.6(a)(i) (cTreatment of Company Options), within one full payroll period following the final determination of such additional payment amount in accordance with Section 1.17 (Post-Closing Adjustment), 1.18 (Milestone Consideration), 1.21(d) (Securityholders’ Representative) or 1.22(d) (Escrow Agreement), as applicable, the Merger II Surviving Company shall pay through the Company’s payroll system the cash portion of such Future Payment or such Milestone Consideration, if any, and make available through Parent’s transfer agent Book-Entry shares of Parent Common Stock in the amount of the Parent Common Stock portion of such Future Payment or such Milestone 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).