Common use of Letter of Transmittal Clause in Contracts

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Date.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least Within five (5) Business Days prior to, following the receipt of the Amalgamation Resolution and in any event within two (2) Business Days afterParent Stockholder Approval, the Effective Time, and (ii) assuming delivery Company Representative shall deliver to each Company Shareholder a letter of transmittal. The instructions to the Paying Agent letter of transmittal shall direct each Company Shareholder to deliver to the Company Representative a Letter duly completed and validly executed letter of Transmittal transmittal and surrender of the related Book-Entry such Company Shareholder’s certificates representing such Company Shareholder’s Company Common Shares or Certificates in accordance with this Section 3.2(bsuch instructions. Until a letter of transmittal, together with the certificate or certificates representing the Company Common Shares held by such Company Shareholder, is validly delivered by a Company Shareholder, each Company Common Share (other than any shares held by Dissenting Shareholders) held by any such Stockholder Company Common Share immediately prior to the Closing DateEffective Time shall represent solely the right to receive the portion of the Consideration into which such Company Common Share (other than any shares held by Dissenting Shareholders) shall have been converted pursuant to Section 2.5, pay without interest.” x. Section 7.15(a) of the Agreement shall be deleted and replaced in its entirety by the following: (a) As promptly as reasonably practicable following the date of this Agreement, the Parent shall prepare and file with the SEC a proxy statement to be sent to the stockholders of each of the Parent and the Company relating to the meeting of the stockholders, as applicable, and a Registration Statement on Form S-4 (including a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with the issuance of shares of Resulting Issuer Capital Stock and Resulting Issuer Preferred Stock (or a newly filed S-8 Registration Statement, as applicable), of which such Stockholder proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, the Per Share Merger Consideration “Proxy Statement/Prospectus”), and each of the Company and the Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by the Parent with the SEC in respect connection with the Amalgamation and the other transactions contemplated hereby including the S-1 Registration Statement and S-3 Registration Statement (the “Other Filings”) as required by the 1933 Act or the United States Exchange Act; provided, however, that the Series B Warrants and the Series B Warrant Shares shall not be included on the S-4 Registration Statement but shall be included on an S-1 Registration Statement or S-3 Registration Statement to be filed at a later date to be mutually agreed on by the Noteholder and the Resulting Issuer. For the avoidance of doubt, all shares of Resulting Issuer Preferred Stock held by the Noteholder will be registered on the S-4 Registration Statement; provided, however, that the Series B Warrants and the Series B Warrant Shares will not be included in the S-4 Registration Statement but will be included on an S-1 Registration Statement or S-3 Registration Statement to be filed at a later date to be mutually agreed on by the Noteholder and the Resulting Issuer and the terms of such Stockholder’s shares registration shall be acceptable to the Noteholder. The Parent and the Company shall cooperate with each other in connection with the preparation of the S-4 Registration Statement, the Proxy Statement/Prospectus and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the first S-4 Registration Statement or any Other Filing. The Parent and the Company shall also use their reasonable commercially reasonable efforts to satisfy prior to the effective date of the S-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Amalgamation and to consummate the other transactions contemplated hereby.” Section 8.1 (1sth) Business Day following of the Closing Date.Agreement shall be deleted and replaced in its entirety and replaced by the following:

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) As promptly as practicable after the Effective Time, the Surviving Corporation Company shall deliver, or shall cause its stock transfer agent to deliver, to the Paying Exchange Agent a certified listing of record holders of Company Common Stock, in such electronic format, and together with such information as the Exchange Agent shall request, including the numbers of shares held of record by those holders as of the Effective Time and their addresses and taxpayer identification numbers and such other information in the Company’s or its transfer agent’s records as is requested by the Exchange Agent in connection with the exchange of shares of Company Common Stock for cash (including information regarding the certified status of holders’ taxpayer identification numbers). During the two weeks prior to the anticipated Effective Time, the Company will cooperate with the Exchange Agent, including by providing test files, to ensure that the above certified listing, when delivered, will include such information, and be in such electronic form and format, as is reasonably requested by the Exchange Agent in order for it and the exchange of shares for cash to be entered in and processed on the Exchange Agent’s system. BancShares shall take all steps reasonably necessary to cause the Exchange Agent to, as soon as reasonably practicable after the Exchange Agent’s receipt of the above information in the form it requests (but in no event later than ten Business Days after the Exchange Agent’s receipt of such information), mail or deliver to each Stockholder a letter holder of transmittal, including instructions (in form and substance reasonably acceptable to the record of shares of Company and Parent Common Stock immediately prior to the Effective TimeTime (other than holders of Excluded Shares) a letter of transmittal in customary form and containing such provisions as BancShares shall reasonably require (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify including provisions confirming that delivery of Certificates and Book-Entry Shares shall be effected, and that risk of loss of and title to Certificates and Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares to the Paying Agent Exchange Agent) and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Certificates and Book-Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth payable in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to of the shares of Company Common Stock formerly previously represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, by such Certificates or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on Book-Entry Shares, as applicable, pursuant to the first (1st) Business Day following the Closing Dateprovisions of this Agreement.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) Promptly after the Effective Time, New Holdco and the Surviving Corporation shall cause the Paying Exchange Agent to mail (and make available for collection by hand) to each Stockholder a letter holder of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter record of Transmittal”) for the surrender of book-entry shares of Common Stock (“Bemis Eligible Shares that are Certificates or Book-Entry SharesShares not held through the Depositary Trust Company (“DTC”) or certificates representing shares notice advising such holder of Common Stock the effectiveness of the Merger, including (the “Certificates”), which will specify i) appropriate transmittal materials specifying that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereofof the Certificates as provided in Section 2.8(f)) or transfer of the Book-Entry Shares to the Paying Exchange Agent and shall (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent and the Company Amcor may reasonably agree specify (the “Letter of Transmittal”), and include (ii) instructions for use in effecting surrendering the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereofof the Certificates) or transferring the Book-Entry Shares to the Exchange Agent in exchange for the Per Merger Consideration, the Fractional Share Merger Consideration and the payments, (if any, set forth in Section 3.5(g) and any dividends or distributions to which the holder has the right to receive pursuant to Section 8.2(f)(ii2.8(g). With respect to Book-Entry Shares held through DTC, in each case, in accordance Bemis and Amcor shall cooperate to establish procedures with the provisions hereof, with respect Exchange Agent and DTC to ensure that the shares of Common Stock formerly represented thereby. If, after Exchange Agent will transmit to DTC or its nominees as promptly as reasonably practicable following the Effective Time, a Dissenting Stockholder effectively withdraws upon surrender of Bemis Eligible Shares held of record by DTC or its demand fornominees in accordance with DTC’s customary surrender procedures, fails the Merger Consideration, the Fractional Share Consideration (if any) and any dividends or distributions to perfect, or loses its, appraisal rights which the holder has the right to receive pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Date2.8(g).

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) the Effective Time, the Surviving Corporation Company shall cause the Paying Agent to mail to each Stockholder Person who is a letter record holder of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent Capital Stock immediately prior to the Effective Time: (i) a letter of transmittal containing such provisions as Parent or the Payment Agent may specify (including a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify provision confirming that delivery of Company Stock Certificates (as defined in Section 1.8(d)) shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of the such Company Stock Certificates (or affidavits of loss in lieu thereof) to the Paying Agent Payment Agent, and shall a provision whereby such holder agrees to be in such form and have such other bound by the provisions as Parent of Sections 1.8, 9, 10.1 and the other applicable provisions of this Agreement), in each case as reasonably acceptable to the Company may reasonably agree (a “Letter of Transmittal”); and include (ii) instructions for use in effecting the surrender exchange of Book Entry Shares or Company Stock Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the paymentsConsideration, if any, set forth payable with respect to such Capital Stock. Upon the surrender to the Payment Agent of a Company Stock Certificate (or an affidavit of lost stock certificate as described in Section 3.5(g) and Section 8.2(f)(ii1.8(e)), together with a duly executed Letter of Transmittal and such other documents as Parent or the Payment Agent may reasonably request, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor cash in an amount equal to the Merger Consideration, if any, which such holder has the right to receive pursuant to Section 1.5(a) at the time of such surrender, the Company Stock Certificate so surrendered shall forthwith be canceled, and the amount equal to the Merger Consideration shall be paid to such holder promptly. From and after the Effective Time, each caseCompany Stock Certificate which prior to the Effective Time represented shares of Capital Stock shall be deemed to represent only the right to receive the Merger Consideration, in accordance if any, payable with respect to such shares, and the provisions hereof, holder of each such Company Stock Certificate shall cease to have any rights with respect to the shares of Common Capital Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Date.

Letter of Transmittal. Prior to As promptly as practicable (and in any event, within two (2three Business Days) Business Days after) after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder Record Holder of Shares (whether represented by one or more Certificates or Book Entry Shares) (x) a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) transmittal (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify substantially in form and substance reasonably satisfactory to Parent, the Company and the Stockholder Representative, specifying that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss documentation in lieu thereofthereof as provided in Section 4.2(h)) to the Paying Agent and shall be in such form and have such other provisions as Parent and containing a provision confirming the Company may reasonably agree and include appointment of the Stockholder Representative, (y) instructions for use in effecting the surrender of Book Entry Shares or the Certificates (or affidavits of loss in lieu thereofthereof as provided in Section 4.2(h)) in exchange for the Per Share Merger Closing Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock Shares formerly represented thereby and (z) two certificates of non-foreign status (one applicable to individuals and one applicable to entities) in the form prescribed by Treasury Regulation Section 1.1445-2(b). The Letter of Transmittal shall provide for payment by wire transfer of immediately available funds at the election of the holder of Shares surrendered thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, If any Record Holder of Shares fails to perfect, or loses its, appraisal rights duly execute and return such applicable certificate of non-foreign status at the same time and by the same method as such Record Holder of Shares returns a Letter of Transmittal pursuant to Section 262 of the DGCL with respect to any Dissenting Shares4.2(e)(ii), Parent shall make available be entitled to withhold and deduct (or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause instruct the Paying Agent to (iwithhold and deduct) deliver a Letter of Transmittal from any payment to be made herein an amount necessary to comply with Code Section 1445 and the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing DateTreasury Regulations thereunder.

Letter of Transmittal. Prior to No later than one (and in any event, within two (21) Business Days after) Day following the First Effective Time, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail send to each Company Stockholder of record a letter of transmittaltransmittal in the form attached hereto as Exhibit G (each, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for ), to each Company Optionholder of record, an option cancellation agreement in the surrender of book-entry shares of Common Stock form attached as Exhibit K (each, an “Book-Entry SharesOption Cancellation Agreement”) or certificates representing shares and to each Company Warrantholder of Common Stock record a warrant cancellation agreement in the form attached as Exhibit L (the each, a “CertificatesWarrant Cancellation Agreement”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery . Upon receipt by the Exchange Agent of the Certificates (or affidavits Letter of loss in lieu thereof) to the Paying Agent Transmittal, duly completed and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, validly executed in accordance with the provisions hereofinstructions, with respect and in the case of a Company Optionholder, a properly completed and duly executed Option Cancellation Agreement, and in the case of a Company Warrantholder, a properly completed and duly executed Warrant Cancellation Agreement (and such other customary documents as may reasonably be required by the Exchange Agent), the record owner of such Company Capital Stock Certificate, Company Option or Company Warrant, as applicable, shall be entitled to receive in exchange therefor the consideration provided for herein. Parent shall cause the Exchange Agent to make payment to each such Company Stockholder, Company Optionholder and Company Warrantholder promptly following receipt by the Exchange Agent of such duly completed Letter of Transmittal. If payment of any portion of the consideration provided for herein is to be made to any Person other than the Person in whose name the Company Capital Stock Certificate, Company Option or Company Warrant, as applicable, is registered, it shall be a condition of payment that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable portion of the consideration provided for herein to a Person other than the registered holder of such Company Capital Stock Certificate, Company Option or Company Warrant, as applicable, or shall have established to the shares reasonable satisfaction of Common Stock formerly represented therebyParent that such Tax either has been paid or is not applicable. If, after After the First Effective Time, a Dissenting Stockholder effectively withdraws its demand foreach Company Capital Stock Certificate, fails Company Option or Company Warrant, as applicable, shall represent only the right to perfect, or loses its, appraisal rights pursuant to Section 262 receive the applicable portion of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares consideration provided for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with as contemplated by this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing DateArticle II.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) As soon as reasonably practicable after the Effective Time, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent Shareholder which immediately prior to the Effective TimeTime held outstanding Company Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.1 and any cash in lieu of fractional Parent Shares to be issued or paid in consideration therefor (a) a letter of transmittal in the form attached hereto as Exhibit E (a the “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will shall specify that delivery of Certificates shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon actual delivery of the Certificates Certificate(s) (or affidavits of loss in lieu thereofof such Certificates) to the Paying Exchange Agent and shall be substantially in such form and have such other provisions as Parent shall be prescribed by the Exchange Agreement) and the Company may reasonably agree and include (b) instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereofsurrendering Certificate(s) in exchange for the Per applicable Pro Rata Portion of the Closing Share Merger Consideration Payment, any cash in lieu of fractional Parent Shares to be issued or paid in consideration therefor and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect any dividends or distributions to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights which such holder is entitled pursuant to Section 262 this Article II. The receipt by each Shareholder of its applicable Pro Rata Portion of the DGCL with respect to Closing Share Payment, any Dissenting Shares, cash in lieu of fractional Parent shall make available Shares and any dividends or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 distributions upon delivery of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter Letters of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b‎2.4(c) by shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shareholder Interests of any such Stockholder prior to Shareholder and in exchange for the Closing Daterepresentations, pay to warranties, indemnification obligations and release of claims given by each such Stockholder the Per Share Merger Consideration Shareholder in respect such Shareholder’s Letter of such Stockholder’s shares on the first (1st) Business Day following the Closing DateTransmittal and herein.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) Promptly after the Effective Time, and to the Surviving Corporation extent not previously provided, Parent shall cause the Paying Agent to mail to each Stockholder holder of record of Company Common Stock (A) a letter of transmittal, including instructions transmittal in substantially the form attached as Exhibit C hereto (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for as may be amended by the surrender of book-entry shares of Common Stock Company prior to the Effective Time, specifying (“Book-Entry Shares”x) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be Agent, (or, if such shares of Company Common Stock are held in such form and have such book-entry or other provisions as Parent and uncertificated form, upon the entry through the Company may reasonably agree and include instructions for use in effecting of the surrender of Book Entry Shares or such shares of Company Common Stock on a book-entry account statement (it being understood that any references in this Agreement to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of such shares and any references to the surrender of Certificates (or affidavits shall include the surrender of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(iisuch Company Common Stock on a book-entry account statement)), in each case, in accordance with (y) that by signing the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal such holder agrees to the Stockholders and confirms acknowledgment of the Company at least five (5) Business Days prior toterms of the Merger, and in any event within two (2) Business Days afterincluding, without limitation, the Effective Timeindemnification provisions set out in Article VII, the right to receive the applicable amount of Deferred Merger Consideration, the terms and conditions of the Escrow Agreement, the appointment of the Escrow Agent, the appointment of the Principal Company Stockholder as Holder Representative (upon the terms set out in this Agreement and the Escrow Agreement, including, without limitation, the release of the Principal Company Stockholder from any and all claims which they may have against the Principal Company Stockholder in connection with the Merger) and other transactions contemplated by this Agreement and (iiB) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Dateinstructions for surrendering Certificates.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) Promptly following the Effective Time, Parent shall instruct the Surviving Corporation shall cause the Paying Payment Agent to mail deliver (including by means of electronic delivery) to each Stockholder Person who is a letter record holder of transmittalOutstanding Capital Stock, including instructions (in form Outstanding Warrants and substance reasonably acceptable to the Company and Parent Non-Employee Options immediately prior to the Effective Time: (i) a letter of transmittal substantially in the form attached hereto as Exhibit H (including, but not limited to the following provisions: (A) with respect to the Outstanding Capital Stock, a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify provision confirming that delivery of Certificates Company Capital Stock or electronic transfer of Company Book Entry Shares shall be effected, and risk of loss and title to Company Capital Stock shall pass, only upon delivery of the Certificates (applicable Company Stock Certificates, if any, or affidavits electronic transfer of loss in lieu thereof) Company Book Entry Shares to the Paying Payment Agent and shall (B) a general release and a provision whereby such holder agrees to be in such form and have such other bound by the provisions as Parent of Sections 1.5, 1.6, 1.8, 10, 11.1 and the Company may reasonably agree other applicable provisions of this Agreement, a “Letter of Transmittal”); and include (ii) with respect to the Outstanding Capital Stock, instructions for use in effecting the surrender delivery of Company Stock Certificates, if any, or electronic transfer of Company Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration payable with respect to shares of Company Capital Stock; provided, that, the Company shall not be required to issue Company Stock Certificates for any shares of Outstanding Capital Stock that have previously been represented as Company Book Entry Shares. Upon the delivery to the Payment Agent of a duly completed and validly executed Letter of Transmittal and, (i) in the paymentscase of the holders of the Outstanding Warrants, subject also to the delivery of the Warrant Surrender Agreement, (ii) in the case of the holders of Non-Employee Options entitled to a portion of the Merger Consideration, subject also to the delivery of the Option Conversion Agreement and (iii) in the case of the holders of the Outstanding Capital Stock, subject also to the surrender to the Payment Agent of a Company Stock Certificate, if any (or an affidavit of lost stock certificate as described in Section 1.8(e)) or confirmation of electronic transfer of Company Book Entry Share by the Payment Agent, together with a duly executed Letter of Transmittal and such other documents as Parent or the Payment Agent may reasonably request (including a properly completed and duly executed IRS Form W-9, or appropriate version of IRS Form W-8, as applicable), each holder of such Outstanding Capital Stock, Outstanding Warrants and/or Non-Employee Options entitled to a portion of the Merger Consideration, as applicable, shall, subject to Section 1.8(h), if applicable, be entitled to receive in exchange therefor cash in an amount equal to the Merger Consideration, if any, set forth in Section 3.5(g) that such holder has the right to receive pursuant to Sections 1.5 and Section 8.2(f)(ii)1.6 at the time of such surrender, in and the Company Stock Certificate or Company Book Entry Shares, as applicable, so surrendered shall forthwith be cancelled. From and after the Effective Time, each caseCompany Stock Certificate, in accordance Company Book Entry Share, Company Warrant or Non-Employee Option shall be deemed to represent only the right to receive the Merger Consideration payable with respect to each such Company Stock Certificate, Company Book Entry Share, Company Warrant or Non-Employee Option, and the provisions hereofholder of each such Company Stock Certificate, Company Book Entry Share, Company Warrant or Non-Employee Option shall cease to have any rights with respect to the shares of Common Company Capital Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, purchasable thereunder or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for into which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Datesecurity was convertible.

Letter of Transmittal. Prior to (the Closing Date and in any event, within two (2) Business Days after) the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with Section 5.15 of this Agreement, the provisions hereofCompany shall deliver, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available delivered, to the Paying Agent additional funds in each Pre-Closing Holder of Company Stock a Letter of Transmittal, together with a request to have such Pre-Closing Holder deliver an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a executed Letter of Transmittal to the Stockholders of Company and the Company at least Exchange Agent no less than five (5) Business Days prior to, and in any event within two (2) Business Days after, to the Closing. At the Effective Time, and (iii) assuming delivery each Pre-Closing Holder of an outstanding certificate or certificates for Company Stock (collectively, the “Certificates”), who has surrendered such Certificates to the Paying Company and the Exchange Agent (together with a properly completed Letter of Transmittal) in accordance with the above timelines prior to the Closing shall be entitled to receive the applicable portion of the Total Merger Consideration in accordance with the Allocation Schedule on the Closing Date following the Effective Time. Promptly after the Effective Time, STPK shall send, or shall cause the Exchange Agent to send, to each Pre-Closing Holder of Company Stock that did not receive a Company Stockholder Package pursuant to Section 5.15, a Letter of Transmittal for use in such exchange. Following surrender of Certificates (to the extent certificated) to the Company and the Exchange Agent (together with a properly completed Letter of Transmittal) in the case of Pre-Closing Holders of Company Stock, such Pre-Closing Holders shall be entitled to receive the applicable portion of the Total Merger Consideration in accordance with the Allocation Schedule within five (5) Business Days following such surrender and/or delivery of the applicable documents. No interest or dividends will be paid or accrued on the consideration payable upon delivery of a Letter of Transmittal and surrender Transmittal. For the avoidance of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior doubt, to the extent the shares of Company Stock held by a Pre-Closing DateHolder of Company Stock are not certificated or are represented by electronic certificates, pay the requirement to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Datedeliver physical Certificates as set forth herein shall not apply.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) Promptly following the First Effective Time, Parent shall instruct the Surviving Corporation shall cause the Paying Payment Agent to mail to each Stockholder Person who is a letter record holder of transmittal, including instructions (in form and substance reasonably acceptable Outstanding Capital Stock immediately prior to the Company and First Effective Time (other than any Effective Time Holders who have delivered an executed Letter of Transmittal to Parent prior to the Effective TimeClosing): (i) a letter of transmittal substantially in the form attached hereto as Exhibit H-1 (a “Letter of Transmittal”); and (ii) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender exchange of Book Entry Shares or Company Stock Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the paymentsConsideration, if any, set forth payable or issuable with respect to such shares of Company Capital Stock. Upon the surrender to the Payment Agent of a Company Stock Certificate (or an affidavit of lost stock certificate as described in Section 3.5(g) and Section 8.2(f)(ii1.9(e)), together with a duly executed Letter of Transmittal and such other documents as Parent or the Payment Agent may reasonably request, the holder of such Company Stock Certificate shall, subject to Section 1.9(h), if applicable, be entitled to receive in exchange therefor an amount in cash and/or shares of Parent Common Stock, as applicable, equal to the Merger Consideration, if any, that such holder has the right to receive pursuant to Section 1.5 at the time of such surrender, and the Company Stock Certificate so surrendered shall forthwith be cancelled. From and after the First Effective Time, each caseCompany Stock Certificate which prior to the First Effective Time represented shares of Company Capital Stock shall be deemed to represent only the right to receive the Merger Consideration, in accordance if any, payable or issuable with respect to such shares, and the provisions hereof, holder of each such Company Stock Certificate shall cease to have any rights with respect to the shares of Common Company Capital Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Date.

Letter of Transmittal. Prior to As soon as reasonably practicable after the Effective Time (and in any event, event within two (2) five Business Days after) the Effective Timethereafter), the Surviving Corporation Escrow Agent shall cause the Paying Agent to mail to (x) each Stockholder holder of record of a Certificate(s) and whose Shares were converted into the right to receive a portion of the Total Merger Consideration pursuant to Section 1.8(a) and (y) each holder of record of a Vested Company Option whose Option Shares were converted into the right to receive a portion of the Total Merger Consideration pursuant to Section 1.11(a) (“Vested Optionholder”): (i) a letter of transmittaltransmittal (which shall specify that, including instructions (in form the case of Certificates, delivery shall be effected and substance reasonably acceptable risk of loss and title to the Company and Parent prior to Certificates shall pass only upon receipt of the Effective TimeCertificates by the Escrow Agent) (a “Letter of Transmittal”); and (ii) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) and the Vested Company Options in exchange for the Per Share Merger Consideration and the paymentsa portion, if any, set forth in Section 3.5(g) of the Total Merger Consideration to which the Shares, represented by such Certificate, or Vested Company Options are entitled under and Section 8.2(f)(ii), in each case, in accordance with this Agreement. Upon surrender to the provisions hereofEscrow Agent of a Certificate for cancellation together with such Letter of Transmittal duly completed and executed, the holder of such Certificate shall be entitled to receive in exchange therefor an amount of cash determined in accordance with Section 1.8 with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which represented by such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of Certificate (less any applicable withholding Taxes) and the DGCL and (ii) the applicable Per Share Merger ConsiderationCertificate so surrendered shall forthwith be cancelled. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming Upon delivery to the Paying Escrow Agent of a Letter of Transmittal and surrender duly executed, the holder of the related Book-Entry Shares or Certificates a Vested Company Option shall be entitled to receive in exchange therefor an amount of cash determined in accordance with this Section 3.2(b1.8 and Section 1.11(a) by with respect to such Vested Company Option (less any applicable withholding Taxes) and the Vested Company Option shall forthwith be cancelled in exchange for such Stockholder prior cash. As soon as reasonably practicable following delivery of a duly completed and executed Letter of Transmittal as described above, and, in the case of Stockholders, a Certificate, the Escrow Agent shall remit, or cause to the Closing Datebe remitted, pay payment, if any, due to such Stockholder or Vested Optionholder in accordance with the Per Share remittance instructions provided in the Letter of Transmittal. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, cash, if any, may be paid to a transferee if the Certificate representing such Shares is presented to the Escrow Agent accompanied by all documents required to evidence and affect such transfer. Until surrendered as contemplated by this Section 1.10, each Certificate or Vested Company Option shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a portion of the Total Merger Consideration, if any, as contemplated by Section 1.8, Section 1.11 and this Section 1.10. Notwithstanding the foregoing, Parent, Holdings and the Surviving Corporation shall be entitled, but not obligated, to offset any outstanding amounts due and payable (including all principal, accrued but unpaid interest, and other amounts) under any promissory note or other instrument evidencing indebtedness of a Stockholder or Vested Optionholder owed to the Company, Holdings or Parent, or any of their respective affiliates or subsidiaries, including any Employee Indebtedness to be repaid pursuant to Section 4.20, prior to distributing any portion of the Total Merger Consideration in to such Stockholder or Vested Optionholder (including the offset of any such outstanding amounts against the Total Merger Consideration with respect to the exercise price of such Stockholder’s shares on the first (1st) Business Day following the Closing Dateany Company Stock Options).

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail be mailed to each Stockholder holder of record of Company Stock that was converted pursuant to Section 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal, including instructions transmittal (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”), in substantially the form attached hereto as Exhibit E, which shall contain additional representations, warranties and covenants of such Stockholder, including, without limitation, that (i) for such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (ii) the surrender delivery of book-entry such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (iii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (“Book-Entry Shares”iv) or certificates representing shares of such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state, (v) that it has adequate net worth and means of providing for its current needs and contingencies to sustain a complete loss of its investment in the “Certificates”)Parent Common Stock, which will specify (vi) that delivery it has such knowledge and experience in business and financial matters and with respect to investments in securities so as to enable it to understand and evaluate the risks of Certificates its investment in the Parent Common Stock and form an investment decision with respect thereto, (vii) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Certificates Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.5(c) hereof (or affidavits affidavit of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(iilost certificate), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (iiy) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing DateTransmittal.

Letter of Transmittal. Prior (a) As promptly as practicable following the date of this Agreement, the Company shall deliver to each Company Stockholder a letter of transmittal substantially in the form attached hereto as Exhibit B (the “Letter of Transmittal”). Upon delivery of a Letter of Transmittal to the Company or the Paying Agent, duly completed and validly executed by the applicable Company Securityholder in accordance with the instructions thereto, together with such other documents as may be required pursuant to such instructions (including any eventstock certificate evidencing any Company Share held by such Company Securityholder, to the extent such Company Share is certificated, or, in each case, a duly executed affidavit of lost certificate), such holder of Company Shares shall be entitled to receive, by the means indicated in such Letter of Transmittal, promptly after the Effective Time (or within two (2) Business Days after) the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon after delivery of the Certificates (or affidavits completed Letter of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, Transmittal in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, delivery requirements in this Section 1.7(a) if such delivery occurs after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within date that is two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date), such holder’s applicable portion of the consideration payable in accordance with Section 1.6(a). Upon receipt by the Company or the Paying Agent of any Letter of Transmittal (together with such other documents as may be required pursuant to the instructions therein), the Company or the Paying Agent shall promptly deliver a copy thereof to each of Buyer and the Securityholder Representative. (b) At the Effective Time, the stock transfer books of the Company shall be closed and no further registration of transfers of equity interests shall thereafter be made on the records of the Company. (c) At any time that is more than one (1) year after the Effective Time, Buyer may cause the Paying Agent to pay over to such Stockholder the Per Share Surviving Company any portion of the Net Merger Consideration (including any earnings thereon) that had been delivered to the Paying Agent and that has not been disbursed to Company Stockholders as of such first anniversary (other than any amounts then subject to dispute). After the Paying Agent makes such payments to the Surviving Company, any Company Stockholder that has not theretofore delivered a Letter of Transmittal in the applicable form shall, following such date, look only to the Surviving Company for payment of any consideration to which such Company Stockholder is entitled pursuant to this Agreement, except with respect to any funds expressly required to be distributed by the Securityholder Representative to the Company Securityholders pursuant to Section 1.8 and in connection with the Purchase Price Adjustment pursuant to Section 1.12. Notwithstanding anything to the contrary in the foregoing, to the extent permitted by applicable Law, none of Buyer, Merger Sub, the Company or the Surviving Company shall be liable to any Person in respect of such Stockholder’s shares on any portion of the first (1st) Business Day following the Closing DateMerger Consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Letter of Transmittal. Prior to (the Closing Date and in any eventaccordance with Section 5.16 of this Agreement, within two the Company shall deliver to each Pre-Closing Holder of Company Stock and Company Warrants a Letter Of Transmittal and/or a warrant cancelation acknowledgment in substantially the form attached hereto as Exhibit H (2or as may otherwise be reasonably agreed between PTAC and the Company) (the “Warrant Cancelation Agreement”), together with a request to have such Pre-Closing Holder deliver an executed Letter of Transmittal and/or a Warrant Cancelation Agreement to the Company and the Exchange Agent no less than ten (10) Business Days after) prior to the Closing. At the Effective Time, (i) each Pre-Closing Holder of an outstanding certificate or certificates for Company Stock (collectively, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable “Certificates”) who has surrendered such Certificates to the Company and Parent prior to the Effective Time) Exchange Agent (together with a “properly completed Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery and (ii) each Pre-Closing Holder of Certificates shall be effectedCompany Warrants, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) who has delivered a Warrant Cancelation Agreement to the Paying Agent and shall be in such form and have such other provisions as Parent Company and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, Exchange Agent in accordance with the provisions hereof, with respect above timelines prior to the shares of Common Stock formerly represented therebyClosing shall be entitled to receive the Total Merger Consideration in accordance with the Allocation Schedule on the Closing Date following the Effective Time. If, Promptly after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfectPTAC shall send, or loses itsshall cause the Exchange Agent to send, appraisal rights to each Pre-Closing Holder of Company Stock that did not receive a Company Stockholder Package pursuant to Section 262 of the DGCL with respect to any Dissenting Shares5.16, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal and/or a Warrant Cancelation Agreement for use in such exchange. Following surrender of Certificates to the Stockholders Company and the Exchange Agent (together with a properly completed Letter of Transmittal) in the case of Pre-Closing Holders of Company Stock, and/or delivery of a Warrant Cancelation Agreement to the Company at least five and the Exchange Agent in the case of Pre-Closing Holders of Company Warrants, in each case following the Closing, such Pre-Closing Holders shall be entitled to receive the Total Merger Consideration in accordance with the Allocation Schedule within ten (510) Business Days prior to, and in any event within two (2) Business Days after, following such surrender and/or delivery of the Effective Time, and (ii) assuming applicable documents. No interest or dividends will be paid or accrued on the consideration payable upon delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing DateWarrant Cancelation Agreement.

Letter of Transmittal. Prior (a) Buyer, at its sole cost and expense, will engage the Escrow Agent or another bank or trust company appointed by Buyer and reasonably acceptable to the Company to be the paying agent (and in any event, within two (2) Business Days after) the Effective Timesuch role, the Surviving Corporation “Paying Agent”) and enter into an agreement, in a form reasonably satisfactory to the Company, with such Paying Agent, and Buyer shall cause the Paying Agent to mail effect (i) the exchange of cash for Company Common Shares which are entitled to payment pursuant to Section 2.4(b)(i) and (ii) the payment of the Redemption Amount to the Company Preferred Stockholders pursuant to Section 2.5(a)(xi). To facilitate such exchange, as soon as practicable following the date of this Agreement, the Company shall deliver or cause to be delivered to each Stockholder Person who is, as of the date of this Agreement, a holder of record of Company Common Shares a form of letter of transmittal, including instructions (transmittal substantially in a customary form and substance reasonably acceptable to the Company and Parent prior to Buyer (the Effective Time) (a “Letter of Transmittal”) for ). Upon delivery of a Letter of Transmittal to the surrender Company or, following Closing, the Paying Agent, duly completed and validly executed by the applicable Company Common Stockholder in accordance with the instructions thereto, together with such other documents as may be required pursuant to such instructions (including any Certificate, to the extent such Company Common Share is certificated, or, in each case, a duly executed affidavit of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”lost certificate), which will specify that delivery such holder of Certificates Company Common Shares shall be effectedentitled to receive, and risk by the means indicated in such Letter of loss and title shall passTransmittal, only upon promptly after the Effective Time (or within three Business Days after delivery of the Certificates completed Letter of Transmittal if such delivery occurs after a date that is three Business Days prior to the Closing Date), such Company Common Stockholder’s applicable portion of the Closing Merger Consideration payable in accordance with Section 2.4(b); provided, that any Company Common Stockholder that delivers to the Company a duly completed and validly executed Letter of Transmittal at least three Business Days prior to the Closing Date shall be paid their applicable portion of the Closing Merger Consideration concurrently with the Closing. Upon receipt by the Company of any Letter of Transmittal (together with such other documents as may be required pursuant to the instructions therein), the Company shall promptly deliver a copy thereof to Buyer. Following the Effective Time, Buyer shall cause the Paying Agent to promptly pay to each Company Common Stockholder whose Letter of Transmittal has been delivered to the Company and provided to Buyer by the Company after a date that is three Business Days prior to the Closing Date or affidavits of loss in lieu thereof) has been delivered to the Paying Agent and shall be in on or after the Closing Date such form and have such other provisions as Parent and Company Common Stockholder’s applicable portion of the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Closing Merger Consideration and the payments, if any, set forth payable in accordance with Section 3.5(g) and Section 8.2(f)(ii2.4(b), in each case, subject to compliance with this Section 2.7 and in accordance with the provisions hereofConsideration Allocation Schedule. Subject to Section 2.7(d), any Company Common Stockholder that has not delivered a Letter of Transmittal to the Company in the applicable form at least three Business Days prior to the Closing Date shall, following the Closing Date, look only to the Surviving Corporation for payment of any consideration to which such Company Common Stockholder is entitled pursuant to this Agreement. (b) If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit by the holder of the Company Common Shares formerly represented by such Certificate, or by a Representative of that holder, of such loss, theft or destruction, the Paying Agent shall pay in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the Company Common Shares formerly represented by such Certificate, as contemplated by this Article II. As a condition of such payment and in its sole discretion, the Surviving Corporation may require the attesting holder to post a bond in such reasonable and customary amount as Buyer may direct (not to exceed the Merger Consideration payable with respect to the shares of Company Common Stock Shares formerly represented thereby. If, after by such Certificate) to indemnify against any claim that might be brought with respect to the Certificate upon which payment was made. (c) At the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 the stock transfer books of the DGCL with respect Company shall be closed and no further registration of transfers of Equity Securities shall thereafter be made on the records of the Company. (d) At any time following the first anniversary of the Closing Date, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any Dissenting Shares, Parent shall make available or cause to be funds that had been made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for and which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates have not been disbursed in accordance with this Section 3.2(b) by any such Stockholder prior Article II and thereafter Company Common Stockholders entitled to receive payment pursuant to this Article II shall be entitled to look only to the Closing DateSurviving Corporation (subject to abandoned property, pay escheat or other similar Laws) as general creditors thereof with respect to the payment of any applicable portion of the Merger Consideration, to which such Company Common Stockholder is entitled pursuant to this Agreement, without any interest thereon. Notwithstanding anything to the Per Share contrary in the foregoing, to the extent permitted by applicable Law, none of Buyer, Merger Consideration Sub, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of such Stockholder’s shares on any portion of the first (1st) Business Day following the Closing DateMerger Consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) Promptly after the Effective Time, ---------------------- the Surviving Corporation shall cause the Paying Exchange Agent to mail to each Stockholder a letter record holder, as of transmittalthe Effective Time, including instructions (in form and substance reasonably acceptable to the Company and Parent of an outstanding certificate or certificates which immediately prior to the Effective TimeTime represented Shares (the "Certificates") a form letter of transmittal (a “the "Letter of Transmittal”") for ------------ --------------------- return to the surrender of book-entry shares of Common Stock Exchange Agent (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent Exchange Agent) and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits the Certificates, for payment therefor. Upon surrender to the Exchange Agent of loss in lieu thereof) a Certificate, together with the Letter of Transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds therefor cash in an amount equal to the product of (i) the number of Dissenting Shares for which represented by such Dissenting Stockholder has withdrawn its demand forCertificate multiplied by the Merger Consideration subject to any required withholding taxes, failed to perfect, and such Certificate shall forthwith be canceled. No interest will be paid or lost its, appraisal rights pursuant to Section 262 accrued on the cash payable upon the surrender of the DGCL Certificates. If payment is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and (ii) that the applicable Per Share Merger Consideration. Notwithstanding anything herein person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the contrarysatisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.10, each Certificate (other than Certificates representing Shares held by Parent, Sub or any other wholly-owned subsidiary of Parent, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders or any wholly-owned subsidiary of the Company at least five (5which shall have been canceled, or Dissenting Shares) Business Days prior to, and in any event within two (2) Business Days after, shall represent for all purposes the Effective Time, and (ii) assuming delivery right to receive the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect cash multiplied by the number of Shares evidenced by such Stockholder’s shares on the first (1st) Business Day following the Closing DateCertificate, without any interest thereon.

Letter of Transmittal. Prior to As promptly as reasonably practicable after the Effective Time (and in any event, event within two (2) three Business Days after) after the Effective Time), the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each Stockholder holder of record of Company Shares that are represented by Company Certificates or Company Book-Entry Shares not held through the Depository Trust Company (“DTC”) whose shares are converted into the right to receive the Company Merger Consideration pursuant to Section 2.01 a form of letter of transmittal, including instructions transmittal (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for advising such holder of the surrender effectiveness of book-entry shares the Company Merger and the conversion of Common Stock its Company Shares into the right to receive the Company Merger Consideration (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), and which will shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Company Certificates (with respect to Company Shares that are represented by Company Certificates) shall pass, only upon delivery of the Company Certificates (or affidavits of loss in lieu thereofthereof as provided in Section 2.04(j)) to the Paying Agent and Exchange Agent, shall be in such form and have such other provisions as Parent may specify, subject to the Company’s reasonable approval, and shall be prepared prior to the Closing), together with instructions thereto. With respect to Book-Entry Shares held through DTC, Parent and the Company may shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominee as soon as reasonably agree and include instructions for use in effecting practicable on or after the Closing Date, upon surrender of Book Entry Company Shares or Certificates (the conversion of Parent Shares pursuant to Section 2.01(e), in each case held of record by DTC or affidavits of loss its nominees in lieu thereof) in exchange for accordance with DTC’s customary surrender or conversion procedures, the Per Share applicable Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii)any dividends or distributions, in each case, in accordance with to which the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights beneficial owners thereof are entitled pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing DateARTICLE II.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) Promptly after the Effective Time, the Surviving Corporation Payment Agent shall cause the Paying Agent to mail to each Non-Dissenting Stockholder and holders of Outstanding Warrants immediately prior to the Effective Time: (i) a letter of transmittal, including instructions (transmittal in form and substance reasonably acceptable satisfactory to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”); and (ii) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the exchange of Company Stock Certificates for the Merger Consideration payable with respect to such Company Capital Stock and in effecting the exchange of Outstanding Warrants for the consideration payable with respect to such Outstanding Warrants under Section 2.7. Upon the surrender to the Payment Agent of Book Entry Shares a Company Stock Certificate or Certificates Outstanding Warrant (or affidavits an affidavit of loss lost certificate as described in lieu thereof) Section 2.9(e)), together with a duly executed Letter of Transmittal duly executed by the legal and beneficial holder of such Company Stock Certificate or Outstanding Warrant and, in the case of any such holder that resides in a community property state, such holder’s spouse, and such other documents as the Payment Agent may reasonably request, the holder of such Company Stock Certificate or Outstanding Warrant shall be entitled to receive in exchange for therefor cash in an amount equal to the Per Share Merger Consideration which such holder has the right to receive pursuant to Section 2.6 or the consideration payable with respect to such Outstanding Warrants under Section 2.7, respectively, and the paymentsCompany Stock Certificate and Outstanding Warrants so surrendered shall forthwith be canceled. From and after the Effective Time, if anyeach Company Stock Certificate which prior to the Effective Time represented shares of Company Capital Stock shall be deemed to represent only the right to receive the Merger Consideration payable with respect to such shares, set forth in Section 3.5(g) and Section 8.2(f)(ii), in the holder of each case, in accordance with the provisions hereof, such Company Stock Certificate shall cease to have any rights with respect to the shares of Common Company Capital Stock formerly represented thereby. If, From and after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails each Outstanding Warrant shall be deemed to perfect, or loses its, appraisal rights pursuant represent only the right to Section 262 of receive the DGCL consideration payable with respect to such Outstanding Warrants under Section 2.7 and the holder of each such Outstanding Warrant shall cease to have any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay respect to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing DateOutstanding Warrant formerly represented thereby.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration Consideration, and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii)8.2, in each case, case in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Date.

Letter of Transmittal. Prior to (On the Closing Date and in any event, within two (2) Business Days after) the Effective Timecontinuing thereafter as and when received from each Stockholder and Option holder of record, the Surviving Corporation Company, or if previously deposited with the Stockholder Representative or the Disbursement Agent, the Stockholder Representative or the Disbursement Agent shall cause deliver to the Paying Agent to mail to each Stockholder Purchaser a letter of transmittal, including instructions transmittal in substantially the form of Exhibit I attached hereto (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for from each Stockholder and Option holder of record from whom the surrender Company or, as applicable, the Stockholder Representative or the Disbursement Agent, has received a Letter of book-entry shares Transmittal, duly completed and validly executed by each Stockholder and Option holder accompanied by the Certificates and such other documents as reasonably may be required by the Letter of Common Stock Transmittal, stating, inter alia: (“Book-Entry Shares”i) or that payment of the Aggregate Share Price payable to such holder shall be made against and only upon delivery to the Purchaser by such holder of the certificates representing shares of which immediately prior to the Effective Time represented outstanding Company Common Stock (the “Certificates”), which will specify ) owned by such Person or as otherwise specified in the Letter of Transmittal; (ii) that delivery of Certificates shall be effected, and risk of loss and title to the Certificates and other items required to be delivered by the holder shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereof) such items to the Paying Agent Purchaser, and that all such items the form of which is not attached hereto shall be in customary form, including such form and have such other customary provisions as Parent and the Company Purchaser reasonably may reasonably agree and include specify in its written instructions for use by the Stockholders in effecting the surrender to the Purchaser of Book Entry Shares or Certificates such items; (or affidavits iii) that such Stockholder agrees to comply with the requirements of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the paymentsthis Agreement imposed upon such Stockholder, if anyincluding without limitation, set forth in Section 3.5(g) 2.3, Section 2.8, Section 2.9, and Section 8.2(f)(ii)23 through and including Section 29; (iv) if required, an IRS Form W-9, completed by such Stockholder, in each case, in accordance with a form reasonably satisfactory to Purchaser or the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing DateRepresentative.

Letter of Transmittal. Prior to (the Closing Date and in any event, within two (2) Business Days after) the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with Section 5.15 of this Agreement, the provisions hereofCompany shall deliver, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available delivered, to the Paying Agent additional funds in each Pre-Closing Holder a Letter of Transmittal, together with a request to have such Pre-Closing Holder deliver an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a executed Letter of Transmittal to the Stockholders of Company and the Company at least Exchange Agent no less than five (5) Business Days prior to, and in any event within two (2) Business Days after, to the Closing. At the Effective Time, and (iii) assuming delivery each Pre-Closing Holder of an outstanding certificate or certificates for Company Stock (collectively, the “Certificates”), who has surrendered such Certificates to the Paying Company and the Exchange Agent (together with a properly completed Letter of Transmittal) in accordance with the above timelines prior to the Closing shall be entitled to receive the applicable portion of the Total Merger Consideration (as divided between STPC Unrestricted Common Shares and Earn Out Shares) in accordance with the Allocation Schedule on the Closing Date following the Effective Time. Promptly after the Effective Time, STPC shall send, or shall cause the Exchange Agent to send, to each Pre-Closing Holder that did not receive a Company Stockholder Package pursuant to Section 5.15, a Letter of Transmittal for use in such exchange. Following surrender of Certificates (to the extent certificated) to the Company and the Exchange Agent (together with a properly completed Letter of Transmittal) in the case of Pre-Closing Holders of Company Stock, such Pre-Closing Holders shall be entitled to receive the applicable portion of the Total Merger Consideration (as divided between STPC Unrestricted Common Shares and Earn Out Shares) in accordance with the Allocation Schedule within five (5) Business Days following such surrender and/or delivery of the applicable documents. No interest or dividends will be paid or accrued on the consideration payable upon delivery of a Letter of Transmittal and surrender Transmittal. For the avoidance of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior doubt, to the extent the shares of Company Stock held by a Pre-Closing DateHolder of Company Stock are not certificated or are represented by electronic certificates, pay the requirement to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Datedeliver physical Certificates as set forth herein shall not apply.

Letter of Transmittal. Prior As soon as practicable after the date hereof, Company shall send to each Shareholder a letter of transmittal, substantially in the form of Exhibit F hereto (a “Letter of Transmittal”, collectively, the “Letters of Transmittal”). As a condition precedent to each Shareholder’s receipt of its Allocable Portion of the Merger Consideration and in any eventAdditional Merger Consideration (if any), the Governing Documents of the Company and this Article III, such Shareholder shall deliver to the Company and Parent an executed Letter of Transmittal. Upon receipt of a duly executed Letter of Transmittal on or before two (2) Business Days prior to the Closing Date, the Appointed Agent shall cause the Payments Administrator to pay to such Shareholder its Allocable Portion of (i) the Closing Merger Consideration on the Closing Date and (ii) any Additional Merger Consideration (if any), to the extent payable hereunder after the Closing Date, within two (2) Business Days afterfollowing receipt thereof. Upon receipt of a duly executed Letter of Transmittal after two (2) Business Days prior to the Effective TimeClosing Date, the Surviving Corporation Appointed Agent shall cause the Paying Agent Payments Administrator to mail pay to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws Shareholder its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product Allocable Portion of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Closing Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event Consideration within two (2) Business Days after, the Effective Time, of receipt thereof and (ii) assuming delivery any Additional Merger Consideration (if any), to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to extent payable hereunder after the Closing Date, pay to such Stockholder within two (2) Business Days following receipt thereof. No interest will be paid or accrued on any portion of the Per Share Merger Consideration in respect of such Stockholder’s shares on or Additional Merger Consideration payable to the first (1st) Business Day following the Closing DateShareholders hereunder.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) the Effective Time, the Surviving Corporation Company shall cause the Paying Agent to mail to each Stockholder Person who is a letter record holder of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent Capital Stock immediately prior to the Effective Time: (i) a letter of transmittal containing such provisions as Parent or the Payment Agent may specify (including a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify provision confirming that delivery of Company Stock Certificates (as defined in Section 1.8(d)) shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of the such Company Stock Certificates (or affidavits of loss in lieu thereof) to the Paying Agent Payment Agent, a general release and shall a provision whereby such holder agrees to be in such form and have such other bound by the provisions as Parent of Sections 1.8, 9, 10.1 and the other applicable provisions of this Agreement), in each case as reasonably acceptable to the Company may reasonably agree (a “Letter of Transmittal”); and include (ii) instructions for use in effecting the surrender exchange of Book Entry Shares or Company Stock Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the paymentsConsideration, if any, set forth payable with respect to such Capital Stock. Upon the surrender to the Payment Agent of a Company Stock Certificate (or an affidavit of lost stock certificate as described in Section 3.5(g) and Section 8.2(f)(ii1.8(e)), together with a duly executed Letter of Transmittal and such other documents as Parent or the Payment Agent may reasonably request, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor cash in an amount equal to the Merger Consideration, if any, which such holder has the right to receive pursuant to Section 1.5(a) at the time of such surrender, the Company Stock Certificate so surrendered shall forthwith be canceled, and the amount equal to the Merger Consideration shall be paid to such holder promptly. From and after the Effective Time, each caseCompany Stock Certificate which prior to the Effective Time represented shares of Capital Stock shall be deemed to represent only the right to receive the Merger Consideration, in accordance if any, payable with respect to such shares, and the provisions hereof, holder of each such Company Stock Certificate shall cease to have any rights with respect to the shares of Common Capital Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Date.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) or as soon as practicable after the Effective Time, the Surviving Corporation Payment Agent or the Company shall cause the Paying Agent to mail to each Stockholder Person who is a letter record holder of transmittal, including instructions (in form and substance reasonably acceptable to the Capital Stock or of a Company and Parent Warrant as of immediately prior to the Effective Time: (i) a letter of transmittal containing such provisions as Parent or the Payment Agent may specify (including (A) a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify provision confirming that delivery of Company Stock Certificates or Company Warrants, as applicable, shall be effected, and risk of loss and title to Company Stock Certificates and Company Warrants shall pass, only upon delivery of the such Company Stock Certificates (or affidavits of loss in lieu thereof) Company Warrants or Lost Certificate Affidavit to the Paying Agent Payment Agent; (B) a general release; and shall (C) a provision pursuant to which such Person agrees to be in such form and have such other bound by the provisions as Parent of this Section 1.9, Section 9, Section 10.1 and the Company may reasonably agree other applicable provisions of this Agreement) (a “Letter of Transmittal”); and include (ii) instructions for use in effecting the surrender exchange of Book Entry Shares Company Stock Certificates, Company Warrants or Certificates (or affidavits of loss in lieu thereof) in exchange Lost Certificate Affidavit for the Per Share Merger Consideration and the paymentsConsideration, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, payable with respect to the shares of Common such Capital Stock formerly represented therebyor Company Warrant, as applicable. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 The form and substance of the DGCL with respect Letter of Transmittal shall be subject to any Dissenting Shares, the prior review of the Company or its counsel and Parent shall make available consider any reasonable comments made thereon by the Company or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Considerationcounsel. Notwithstanding anything herein to the contraryforegoing, the Company and Parent shall use commercially reasonable efforts to cause assist the Paying Company in developing arrangements for the delivery of the Letter of Transmittal and instructions to the Company stockholders listed on Schedule 1.9(b) prior to Closing so as to facilitate payment of the portion of the Merger Consideration payable to such stockholders as soon as practicable following the Closing, but no later than two Business Days after the Closing. Upon the surrender to the Payment Agent of a Company Stock Certificate or Company Warrant, as applicable (or a Lost Certificate Affidavit), together with a duly executed Letter of Transmittal and such other documents as Parent or the Payment Agent may reasonably request, the holder of such Company Stock Certificate or Company Warrant, as applicable (or a Lost Certificate Affidavit), shall be entitled to receive in exchange therefor cash in an amount equal to the Merger Consideration, if any, which such holder has the right to receive pursuant to Section 1.5 or Section 1.6, as applicable, at the time of such surrender, and the Company Stock Certificate or Company Warrant so surrendered, if applicable, shall forthwith be canceled. From and after the Effective Time, (i) deliver a Letter of Transmittal each Company Stock Certificate which prior to the Stockholders Effective Time represented shares of Capital Stock or Company Warrant shall be deemed to represent only the right to receive the Merger Consideration, if any, payable with respect to such shares or Company at least five (5) Business Days prior toWarrant, and in any event within two (2) Business Days after, the Effective Timeas applicable, and (ii) assuming delivery the holder of each such Company Stock Certificate or Company Warrant shall cease to have any rights with respect to the Paying Agent shares of a Letter of Transmittal and surrender of the related Book-Entry Shares Capital Stock or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing DateCompany Warrant, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Dateas applicable, formerly represented thereby.

Letter of Transmittal. Prior to Following the Effective Time (and but in any event, within two no event later than three (23) Business Days after) following the Effective Time), (a) Parent shall instruct the Surviving Corporation shall cause the Paying Agent Payment Administrator to mail electronically transmit to each Stockholder Person who was a letter record holder of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent Preferred Stock immediately prior to the Effective Time: (i) a letter of transmittal in substantially the form of Exhibit D (a “Letter of Transmittal”) for the surrender containing, among other things: (A) a provision confirming that delivery of book-entry uncertificated shares of Common Company Capital Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title to such Book-Entry Shares shall pass, only upon delivery of delivery of an “agent’s message” regarding the Certificates (or affidavits book-entry transfer of loss in lieu thereof) Book-Entry Shares to the Paying Agent Payment Administrator; (B) a general release in favor of the Indemnitees; and shall (C) a provision pursuant to which such Person agrees to be in such form and have such other bound by the provisions as Parent of this Section 1.10, Section 9, Section 10.1 and the Company may reasonably agree other applicable provisions of this Agreement; and include (ii) instructions for use in effecting the surrender exchange of Book Book-Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share applicable portion of the Merger Consideration and the paymentspayable with respect to such Company Preferred Stock, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, from time to time in accordance with the provisions hereof, with respect terms of this Agreement and (b) Parent or Transfer Agent shall instruct Exchange Agent to issue the Upfront Stock Consideration to each Person (i) who was a record holder of Company Preferred Stock immediately prior to the shares Effective Time pursuant to the terms of Common Stock formerly represented therebySection 1.5(a)(ii) and 1.5(a)(iii) and the Merger Consideration Spreadsheet and (ii) returned to Transfer Agent a duly completed Letter of Transmittal and all ancillary documentation related thereto in accordance with this Section 1.10(b). If, From and after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of upon the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available surrender to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent Payment Administrator of a duly executed Letter of Transmittal and surrender such other documents as the Payment Administrator may reasonably request, the holder of such Book-Entry Share shall be entitled to receive in exchange therefor the applicable portion of the related Merger Consideration that such holder has the right to receive pursuant to Section 1.5(a)(ii) or Section 1.5(a)(iii), as applicable, from time to time, at the time of such surrender, and the Book-Entry Shares or Certificates so surrendered in accordance with this Section 3.2(b1.10(b) shall forthwith be cancelled. From and after the Effective Time and until surrendered as contemplated by any such Stockholder this Section 1.10(b): (1) each Book-Entry Share that prior to the Closing Date, pay Effective Time represented shares of Company Preferred Stock shall be deemed to represent only the right to receive the applicable portion of the Merger Consideration payable with respect to such Stockholder shares, from time to time in accordance with the Per terms of this Agreement; and (2) the holder of each such Book-Entry Share shall cease to have any rights with respect to the Book-Entry Shares formerly represented thereby. No interest shall accrue or be paid on any Merger Consideration payable upon the Book-Entry Share in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Dateaccordance with this Section 1.10(b).

Letter of Transmittal. Prior to (the Closing Date and in any event, within two (2) Business Days after) the Effective Timeaccordance with ‎Section 5.16 of this Agreement, the Surviving Corporation Company shall cause the Paying Agent to mail deliver to each Stockholder Pre-Closing Holder of shares of Company Common Stock a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) together with a request to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in Pre-Closing Holder deliver an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a executed Letter of Transmittal to the Stockholders of Company and the Company at least five Exchange Agent no less than ten (510) Business Days prior toto the Closing. At the First Effective Time, each Pre-Closing Holder of an outstanding certificate or certificates for Company Class A Common Stock or Company Class B Common Stock (collectively, the “Certificates”) who has surrendered such Certificates to the Company and the Exchange Agent (together with a properly completed Letter of Transmittal) in any event accordance with the above timelines prior to the Closing shall be entitled to receive the Aggregate Merger Consideration in accordance with the Allocation Schedule on the Closing Date following the First Effective Time. Promptly after the First Effective Time, 7GC shall send, or shall cause the Exchange Agent to send, to each Pre-Closing Holder of Company Class A Common Stock or Company Class B Common Stock that did not receive a Company Stockholder Package pursuant to ‎Section 5.16, a Letter of Transmittal for use in such exchange. Following surrender of Certificates to the Company and the Exchange Agent (together with a properly completed Letter of Transmittal) in the case of Pre-Closing Holders of Company Stock following the Closing, such Pre-Closing Holders shall be entitled to receive the Aggregate Merger Consideration in accordance with the Allocation Schedule within two ten (210) Business Days after, following such surrender or delivery of the Effective Time, and (ii) assuming applicable documents. No interest or dividends will be paid or accrued on the consideration payable upon delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing DateTransmittal.

Letter of Transmittal. Prior to The Parent and the Exchange Agent shall, as promptly as practicable after the Closing Date (and but in any eventno event later than three (3) days after receiving all necessary information from the Company), within two (2) Business Days after) the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder (other than those holding Dissenting Shares), a letter of transmittal, including instructions transmittal (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) in a form approved by the Parent and instructions for use in surrendering the surrender Company Share Certificates held by such Stockholder, and for use in facilitating the delivery of book-entry the cash and, if applicable, shares of USI Common Stock (“Book-Entry or book entry format notations of such Shares”) or certificates representing shares and Note Payment Rights, in the amount determined pursuant to Section 2.9 and Section 2.12, as applicable, to which each such holder is entitled. The Letter of Common Stock Transmittal shall (the “Certificates”), which will i) specify that delivery of Certificates shall be effected, and risk of loss and title to the Company Share Certificates shall pass, only upon proper delivery of the Company Share Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates the Company Share Certificates; and (or affidavits ii) acknowledge the appointment of loss in lieu thereof) in exchange for the Per Share Merger Consideration Stockholder Representatives pursuant to the provisions of, and the payments, if any, set forth authority granted in Section 3.5(g) and Section 8.2(f)(ii), in 14.12. Upon the surrender of each case, in accordance with the provisions hereof, with respect Company Share Certificate for cancellation to the shares Exchange Agent, together with a properly completed Letter of Common Stock formerly represented thereby. If, after Transmittal and such other documents as may reasonably be required by Parent (the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of “Required Exchange Documents”): (i) the number Exchange Agent shall reasonably promptly issue and deliver in exchange therefor (x) that portion of Dissenting Shares for the Cash Purchase Price to which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights holder is entitled pursuant to Section 262 2.9 and (y) if the holder surrendering such Company Shares Certificates is an Accredited Stockholder, the Note Payment Rights to which such holder is entitled pursuant to Section 2.9 and, as applicable, the shares of USI Common Stock such holder is entitled (or a book entry on the DGCL records of its transfer agent representing the shares of USI Common Stock to which such holder is entitled) pursuant to Section 2.9 and (ii) the applicable Per Company Share Merger ConsiderationCertificates so surrendered shall be canceled. Notwithstanding anything herein Prior to the contraryClosing, the Company shall have delivered to each Option Holder and Warrant Holder, the Company disclosure documents, which shall include Option Holder and Warrant Holder exercise notices. If such holder has complied with the instructions contained in the Option Holder and Warrant Holder exercise notices and returned to the Company such notice to exercise his, her or its rights under such Company Options or Company Warrants, the Exchange Agent shall reasonably promptly after Closing issue and deliver, or in the case of USI Common Stock to be distributed in book entry format, Parent shall use commercially reasonable efforts cause to cause the Paying Agent be recorded in book entry format with its transfer agent, to each such Option Holder and Warrant Holder, (ix) deliver a Letter of Transmittal to the Stockholders that portion of the Company at least five Cash Purchase Price to which such holder is entitled pursuant to Section 2.12 and (5y) Business Days prior to, and in any event within two (2) Business Days afterif applicable, the Effective TimeNote Payment Rights to which such holder is entitled pursuant to Section 2.12 and, as applicable, the shares of USI Common Stock such holder is entitled (or a book entry on the records of its transfer agent representing the shares of USI Common Stock to which such holder is entitled) pursuant to Section 2.12. The Exchange Agent shall accept such Company Share Certificates upon compliance with such reasonable terms and (ii) assuming delivery conditions as the Exchange Agent may impose to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates effect an orderly exchange thereof in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Datenormal exchange practices.

Letter of Transmittal. Prior As soon as commercially practicable, to (and in any eventthe extent not previously delivered, within two (2) Business Days after) the Effective Time, the Surviving Corporation Company shall cause the Paying Agent to mail or otherwise deliver to each Stockholder Stockholder, a letter of transmittaltransmittal in substantially the form attached hereto as Exhibit F (each, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for and a joinder agreement in substantially the surrender of book-entry shares of Common Stock form attached hereto as Exhibit G (each, a “Book-Entry Shares”) or certificates representing shares of Common Stock (the “CertificatesJoinder Agreement”), which will specify that and to each holder of Options and Company Warrants, a Surrender Agreement, in each case to the mailing address or electronic mail address set forth opposite such holder’s name on the Consideration Spreadsheet. Following the Effective Time, upon (A) with respect to Stockholders, (x) proper surrender of a Company Stock Certificate for cancellation pursuant to the Letter of Transmittal and (y) delivery of Certificates a duly completed and executed Letter of Transmittal and Joinder Agreement and (B) with respect to Warrantholders and holders of Options, delivery of a duly completed and executed Surrender Agreement, the holder of such Company Stock Certificate, Company Warrant or Option, as applicable, shall be effectedentitled to receive in exchange therefor, the consideration reflected on the Consideration Spreadsheet in accordance with Section 1.7 or Section 1.8, as applicable. If payment in respect of any Company Stock Certificate is to be made to a Person other than the Person in whose name such Company Stock Certificate is registered, it shall be a condition of payment that the Company Stock Certificate so surrendered shall be transferable and risk be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on such Company Stock Certificate or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the reasonable satisfaction of loss Purchaser and title the Exchange Agent that any transfer and other Taxes required by reason of such payment to a Person other than the registered holder of such Company Stock Certificate have been paid or are not applicable. Until surrendered as contemplated by this Section 1.10(a), each Company Stock Certificate shall pass, be deemed at all times after the Effective Time to represent only the right to receive upon delivery such surrender the applicable portion of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares applicable portion of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights any Future Payments that become payable pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration Agreement in respect of such Stockholder’s shares on Company Stock Certificate. Holders of Company Stock Certificate shall not be entitled to receive any portion of the first (1st) Business Day following the Closing DateMerger Consideration to which they would otherwise be entitled until such Company Stock Certificate are properly surrendered.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effectedSubject to, and risk of loss and title shall pass, only effective upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand acceptance for, fails to perfectconversion of Debentures tendered thereby, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL by executing and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver delivering a Letter of Transmittal a tendering Holder (i) irrevocably sells, assigns, and transfers to the Stockholders Company, all right, title and interest in and to all Debentures tendered thereby, (ii) waives any and all rights with respect to such Debentures (including without limitation any existing or past defaults and their consequences with respect to such Debentures) and (iii) releases and discharges the Company from any and all claims such Holder may have now or may have in the future arising out of, or related to, such Debentures, including without limitation any claim that such Holder is entitled to receive additional principal or interest payments with respect to such Debentures or to participate in any redemption or defeasance of the Debentures or to convert such Debentures into Common Stock of the Company. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tendered Debentures will be resolved by the Company, whose determination will be final and binding. the Company at least five reserves the absolute right to reject any or all tenders that are not in proper form or the acceptance of which may, in the opinion of counsel for the Company, be unlawful. The Company also reserves the absolute right to waive any condition to the Offer and any irregularities or conditions of tender as to particular Debentures. The Company's interpretation of the terms and conditions of the Offer (5including the instructions in the Letter of Transmittal) Business Days prior towill be final and binding. Unless waived, any irregularities in connection with tenders must be cured within such time as the Company shall determine. the Company shall not be under any duty to give notification of defects in such tenders and shall not incur liabilities for failure to give such notification. Tenders of Debentures will not be deemed to have been made until such irregularities have been cured or waived. Any Debentures received by the Company that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the Company to the tendering Holder, unless otherwise provided in the Letter of Transmittal, as soon as practicable following the Expiration Date. The method of delivery of Debentures and Letters of Transmittal, and all other required documents, is at the election and risk of the persons tendering and delivering such Letters of Transmittal and, except as otherwise provided in the Letter of Transmittal, delivery will be deemed made only when actually received by the Company. If delivery is by mail, it is suggested that the Holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Company prior to the Expiration Date. Withdrawal Rights Tenders of Debentures may be withdrawn at any event within two time prior to the Expiration Date. A Holder may withdraw its tender of Debentures, prior to the Expiration Date, by delivering to the Company by mail, hand delivery or facsimile transmission a notice of withdrawal. Any such notice of withdrawal must (2i) Business Days afterspecify the name of the person who tendered the Debentures to be withdrawn, (ii) contain a description of the Effective TimeDebentures to be withdrawn and identify the Debenture number shown on the Debenture and the aggregate principal amount represented by such Debentures, and (iiiii) assuming delivery to be signed by the Paying Agent Holder of a such Debentures in the same manner as the original signature on the Letter of Transmittal by which such Debentures were tendered, or be signed by another person and surrender be accompanied by (x) documents of transfer in form acceptable to the Company, in its sole discretion, and (y) a properly completed irrevocable proxy that authorizes such person to effect such revocation on behalf of such Holder. If the Debentures to xx xxthdrawn have been delivered or otherwise identified to the Company, a signed notice of withdrawal is effective immediately upon receipt by the Company even if physical release is not yet effected. Any Debentures properly withdrawn will be deemed not to be validly tendered for purposes of the related BookOffer. SOURCES AND AMOUNT OF FUNDS The precise amount of funds required by the Company to make quarterly payments of accrued interest as of December 31, 1996 on non-Entry converted Debentures will not be known until the Expiration Date. If 100% of the principal amount of outstanding Debentures and 70% of the accrued interest were converted in the Offer, the aggregate remaining amount of accrued interest as of December 31, 1996 would be $151,976 (assuming all Director indebtedness is converted to Series C Shares or Certificates and Warrants in accordance connection with this Section 3.2(b) the Offer). The Company has not arranged financing to fund the payment of such accrued interest. Management anticipates making quarterly payments on non-converted accrued interest out of a "sinking fund" of $5,000 per month contributed from an irrevocable assignment of gross revenues that would be administered by any such Stockholder prior First State Bank, Montana. There can be no assurance that the Company's operations will generate sufficient revenues to enable the Company to consistently make $5,000 contributions to the Closing Date, pay to sinking fund such Stockholder that the Per Share Merger Consideration in respect of such Stockholder’s shares quarterly interest payments are made on the first (1st) Business Day following the Closing Datenon-converted accrued interest.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) Promptly following the Effective Time, Parent shall instruct the Surviving Corporation shall cause the Paying Payment Agent to mail to each Stockholder Person who is a letter record holder of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent Outstanding Capital Stock immediately prior to the Effective Time: (i) a letter of transmittal substantially in the form attached hereto as Exhibit G (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”)which, which will specify as evidenced in Exhibit G, contain provisions confirming that delivery of Certificates Company Capital Stock or transfer of Company Book Entry Shares shall be effected, and risk of loss and title to Company Capital Stock shall pass, only upon delivery of the Certificates (applicable Company Stock Certificates, if any, or affidavits transfer of loss in lieu thereof) Company Book Entry Shares to the Paying Agent Payment Agent, a general release and shall a provision whereby such holder agrees to be in such form and have such other bound by the provisions as Parent of Sections 1.5, 1.8, 10, 11.1 and the Company may reasonably agree other applicable provisions of this Agreement) (a “Letter of Transmittal”); and include (ii) instructions for use in effecting the surrender delivery of Company Stock Certificates, if any, or transfer of Company Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration payable with respect to such shares of Company Capital Stock. Upon the surrender to the Payment Agent of a Company Stock Certificate, if any (or an affidavit of lost stock certificate as described in Section 1.8(e)) or confirmation of electronic transfer of Company Book Entry Shares by the Payment Agent, together with a duly executed Letter of Transmittal and such other documents as Parent or the paymentsPayment Agent may reasonably request, the holder of such Company Capital Stock shall, subject to Section 1.8(h), if applicable, be entitled to receive in exchange therefor cash in an amount equal to the Merger Consideration, if any, set forth in that such holder has the right to receive pursuant to Section 3.5(g) 1.5 at the time of such surrender, and Section 8.2(f)(ii)the Company Stock Certificate, in if any, so surrendered or Company Book Entry Shares so transferred shall forthwith be cancelled. From and after the Effective Time, each caseCompany Stock Certificate or Company Book Entry Share which prior to the Effective Time represented shares of Company Capital Stock shall be deemed to represent only the right to receive the Merger Consideration, in accordance payable with respect to such shares, and the provisions hereof, holder of each such Company Stock Certificate or Company Book Entry Share shall cease to have any rights with respect to the shares of Common Company Capital Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Date.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Exchange Agent to mail to each Stockholder a letter record holder, as of transmittalthe Effective Time, including instructions (in form and substance reasonably acceptable to the Company and Parent of an outstanding certificate or certificates which immediately prior to the Effective TimeTime represented Shares (the "Certificates") a form letter of transmittal (a “the "Letter of or Transmittal”") for return to the surrender of book-entry shares of Common Stock Exchange Agent (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent Exchange Agent) and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits the Certificates, for payment therefor. Upon surrender to the Exchange Agent of loss in lieu thereof) a Certificate, together with the Letter of Transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds therefor cash in an amount equal to the product of (i) the number of Dissenting Shares for which shares of Company Common Stock represented by such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of Certificate multiplied by the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein , subject to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior toany required withholding taxes, and in any event within two (2) Business Days after, such Certificate shall forthwith be canceled. No interest will be paid or accrued on the Effective Time, and (ii) assuming delivery to cash payable upon the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares Certificates. If payment is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or Certificates otherwise in proper form of transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b2.5, each Certificate (other than Certificates representing shares of Company held by Purchaser, Sub, Universal International or any other wholly-owned subsidiary of Purchaser, Company or any wholly-owned subsidiary of Company which shall have been canceled, or Dissenting Shares) by any such Stockholder prior shall represent for all purposes the right to receive the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect cash multiplied by the number of shares of Company Common Stock evidenced by such Stockholder’s shares on the first (1st) Business Day following the Closing DateCertificate, without any interest thereon.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) the Effective Time, the Surviving Corporation Company shall cause the Paying Agent to mail to each Stockholder Person who is a letter record holder of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent Capital Stock or Company Options immediately prior to the Effective Time: (i) a letter of transmittal (or similar document to be delivered to the holders of Company Options) containing such provisions as Parent or the Payment Agent may reasonably specify (including a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify provision confirming that delivery of Company Stock Certificates (as defined in 1.10(d)) shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of the such Company Stock Certificates (or affidavits of loss in lieu thereof) to the Paying Agent Payment Agent, and shall a provision whereby such holder agrees to be in such form bound by the provisions of Sections 1.10, 9 and have such other provisions as Parent 10.1) (a “Letter of Transmittal”); and the Company may reasonably agree and include (ii) instructions for use in effecting the surrender exchange of Book Entry Shares or Company Stock Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the paymentsConsideration, if any, set forth payable with respect to such Company Capital Stock. Upon the surrender to the Payment Agent of a Company Stock Certificate (or an affidavit of lost stock certificate as described in Section 3.5(g) and Section 8.2(f)(ii1.10(e)), together with a duly executed Letter of Transmittal and such other customary documents as Parent or the Payment Agent may reasonably request, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration, if any, which such holder has the right to receive pursuant to Section 1.5(a) at the time of such surrender, and the Company Stock Certificate so surrendered shall forthwith be canceled. From and after the Effective Time, each caseCompany Stock Certificate which prior to the Effective Time represented shares of Company Capital Stock shall be deemed to represent only the right to receive the Merger Consideration payable with respect to such shares, in accordance with and the provisions hereof, holder of each such Company Stock Certificate shall cease to have any rights with respect to the shares of Common Company Capital Stock formerly represented thereby. If, after Upon the Effective Timedelivery to the Payment Agent of a duly executed letter of transmittal and such other customary documents as Parent or the Payment Agent may reasonably request, a Dissenting Stockholder effectively withdraws its demand forholder of Company Options that were outstanding immediately prior to the Closing shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, which amount Parent shall make available or cause to be made available to paid through the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 Surviving Corporation’s payroll agent. The Company shall deliver a copy of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing DateStockholders’ Agent.

Letter of Transmittal. Prior to As soon as reasonably practicable after the Effective Time (and in any eventevent within five (5) business days thereafter), within two (2) Business Days after) the Effective Time, the Surviving Corporation Parent shall cause to be mailed or otherwise made available to (x) each holder of record of a Certificate(s) whose Shares were converted into the Paying Agent right to mail receive a portion of the Merger Consideration pursuant to Section 1.8(a) or 1.11(b) and (y) each Stockholder holder of record of a Company Stock Option whose Option Shares were converted into the right to receive a portion of the Merger Consideration pursuant to Section 1.11(a): (i) a letter of transmittal, including instructions (transmittal in the form and substance reasonably acceptable agreed to by the Company and Parent parties prior to the Effective Time) Time (a “Letter which shall specify that, in the case of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent Payment Agent); and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include (ii) instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) and Company Stock Options in exchange for a portion of the Per Share Merger Consideration Consideration. Upon surrender to the Payment Agent of a Certificate for cancellation together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor an amount of cash determined in accordance with Section 1.8 and 1.11 with respect to the number of Shares represented by such Certificate (less any applicable withholding Taxes) and the paymentsCertificate so surrendered shall forthwith be canceled. Upon delivery to the Payment Agent of a letter of transmittal duly executed, if any, set forth the holder of a Company Stock Option shall be entitled to receive in exchange therefor an amount of cash determined in accordance with Section 3.5(g1.11(a) and Section 8.2(f)(ii)1.8 with respect to the number of Option Shares represented by such Company Stock Option (less any applicable withholding Taxes) and the Company Stock Option shall forthwith be canceled in exchange for such cash. As soon as reasonably practicable following delivery of a Certificate and a properly completed letter of transmittal as described above, or, in the case of Optionholders, a properly completed letter of transmittal as described above, the Payment Agent (in the case of a Shareholder) shall remit payment to such Shareholder, and the Parent or Surviving Corporation (in the case of an Optionholder) shall remit or cause to be remitted payment to such Optionholder, in each case, in accordance with the provisions hereofremittance instructions provided in the letter of transmittal. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, with respect cash may be paid to a transferee if the Certificate representing such Shares is presented to the shares of Common Payment Agent accompanied by all documents required by Parent and the Payment Agent to evidence and effect such transfer. Until surrendered as contemplated by this Section 1.10, each Certificate or Company Stock formerly represented thereby. If, Option shall be deemed at any time after the Effective TimeTime to represent only the right to receive upon such surrender a portion of the Merger Consideration as contemplated by Section 1.8 and Section 1.11 and this Section 1.10. Notwithstanding the foregoing, Parent and the Payment Agent (at Parent’s direction) shall be entitled, but not obligated, to offset any outstanding amounts due and payable (including all principal, accrued but unpaid interest, and other amounts) under any promissory note or other instrument evidencing indebtedness of a Dissenting Stockholder effectively withdraws its demand for, fails Shareholder or Optionholder owed to perfectthe Company or Parent, or loses itsany of their respective affiliates, appraisal rights including any Employee Indebtedness to be repaid pursuant to Section 262 4.20, prior to distributing any portion of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay Consideration to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing DateShareholder or Optionholder.

Letter of Transmittal. Prior to (and in any event, within two (2) Business Days after) Promptly after the Effective Time, the --------------------- Surviving Corporation shall cause the Paying Exchange Agent to mail to each Stockholder a letter record holder, as of transmittalthe Effective Time, including instructions (in form and substance reasonably acceptable to the Company and Parent of an outstanding certificate or certificates which immediately prior to the Effective TimeTime represented Shares (the "Certificates") a form letter of transmittal (a “the "Letter of Transmittal”") for ------------- --------------------- return to the surrender of book-entry shares of Common Stock Exchange Agent (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent Exchange Agent) and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits the Certificates, for payment therefor. Upon surrender to the Exchange Agent of loss in lieu thereof) a Certificate, together with the Letter of Transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds therefor cash in an amount equal to the product of (i) the number of Dissenting Shares for which represented by such Dissenting Stockholder has withdrawn its demand forCertificate multiplied by the Merger Consideration subject to any required withholding taxes, failed to perfect, and such Certificate shall forthwith be canceled. No interest will be paid or lost its, appraisal rights pursuant to Section 262 accrued on the cash payable upon the surrender of the DGCL Certificates. If payment is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and (ii) that the applicable Per Share Merger Consideration. Notwithstanding anything herein person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the contrarysatisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.10, each Certificate (other than Certificates representing Shares held by Parent, Sub or any other wholly-owned subsidiary of Parent, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders or any wholly-owned subsidiary of the Company at least five (5which shall have been canceled, or Dissenting Shares) Business Days prior to, and in any event within two (2) Business Days after, shall represent for all purposes the Effective Time, and (ii) assuming delivery right to receive the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect cash multiplied by the number of Shares evidenced by such Stockholder’s shares on the first (1st) Business Day following the Closing DateCertificate, without any interest thereon.

Letter of Transmittal. Prior to As promptly as reasonably practicable after the Effective Time (and in any event, event within two three (23) Business Days after) after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail send to each Stockholder holder of record of Company Ordinary Shares as of immediately prior to the Effective Time whose Company Ordinary Shares were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration (i) a letter of transmittal, including instructions in customary form (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will shall specify that delivery of Certificates shall be effected, effected and risk of loss and title shall pass, pass only upon proper delivery of an “agent’s message” regarding the Certificates book-entry transfer of Book-Entry Shares (or affidavits such other evidence, if any, of loss the transfer as the Paying Agent may reasonably request) and (ii) instructions for effecting the surrender of Book-Entry Shares in lieu exchange for payment of the applicable Merger Consideration; provided, that if any holder of Company Ordinary Shares immediately prior to the Effective Time directs for the Merger Consideration (or any portion thereof) that such holder otherwise would be entitled to receive pursuant to Section 2.1(c) be paid to a Person other than in the name of the registered holder, it shall be a condition to such payment that (1) such Book-Entry Share will be properly transferred, as the case may be, to the satisfaction of the Paying Agent, (2) such holder pays to the Paying Agent, in full, all applicable share transfer and similar Taxes required as a result of such payment to a Person other than the registered holder of such Book-Entry Share or otherwise establishes to the Paying Agent’s satisfaction that all such Taxes have been paid or otherwise are not payable, and (3) all such documentation required to evidence and effect such transfer and to evidence full payment of all such Taxes, as applicable, are submitted to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance submitted together with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related transferred Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing DateShares).

Letter of Transmittal. Prior As soon as commercially practicable, to (and in any eventthe extent not previously delivered, within two (2) Business Days after) the Effective Time, the Surviving Corporation Company shall cause the Paying Agent to mail or otherwise deliver to each Stockholder Stockholder, a letter of transmittaltransmittal in substantially the form attached hereto as Exhibit G (each, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for and a joinder agreement in substantially the surrender of book-entry shares of Common Stock form attached hereto as Exhibit H (each, a “Book-Entry Shares”) or certificates representing shares of Common Stock (the “CertificatesJoinder Agreement”), which will specify that and to each holder of Non-Employee Options and Company Warrants, a Surrender Agreement, in each case to the mailing address or electronic mail address set forth opposite such holder’s name on the Consideration Spreadsheet. Following the Merger I Effective Time, upon (A) with respect to Stockholders, (x) proper surrender of a Company Stock Certificate for cancellation pursuant to the Letter of Transmittal and (y) delivery of Certificates a duly completed and executed Letter of Transmittal and Joinder Agreement and (B) with respect to Warrantholders and holders of Non-Employee Options, delivery of a duly completed and executed Surrender Agreement, the holder of such Company Stock Certificate, Company Warrant or Non-Employee Option, as applicable, shall be effectedentitled to receive in exchange therefor, the consideration reflected on the Consideration Spreadsheet in accordance with Section 1.7 or Section 1.8, as applicable. If payment in respect of any Company Stock Certificate is to be made to a Person other than the Person in whose name such Company Stock Certificate is registered, it shall be a condition of payment that the Company Stock Certificate so surrendered shall be transferable and risk be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on such Company Stock Certificate or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the reasonable satisfaction of loss Purchaser and title the Exchange Agent that any transfer and other Taxes required by reason of such payment to a Person other than the registered holder of such Company Stock Certificate have been paid or are not applicable. Until surrendered as contemplated by this Section 1.17(a), each Company Stock Certificate shall pass, be deemed at all times after the Merger I Effective Time to represent only the right to receive upon delivery such surrender the applicable portion of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares applicable portion of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights any Future Payments that become payable pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration Agreement in respect of such Stockholder’s shares on Company Stock Certificate. Holders of Company Stock Certificates shall not be entitled to receive any portion of the first (1st) Business Day following the Closing DateMerger Consideration to which they would otherwise be entitled until such Company Stock Certificates are properly surrendered.

Letter of Transmittal. Prior If there is a conflict between any provision of this Letter of Transmittal and a provision in the Merger Agreement, each of this Letter of Transmittal and the Merger Agreement shall be interpreted and construed, if possible, so as to (avoid or minimize such conflict, but to the extent, and in any eventonly to the extent, within two (2) Business Days after) the Effective Timeof such conflict, the provision of the Merger Agreement shall control unless specifically provided otherwise. You hereby acknowledge and agree that (a) each of Acquiror, Merger Sub I, Merger Sub II, the Initial Surviving Corporation Company and the Surviving Company (i) can rely on the Merger Payment Schedule to be delivered to Acquiror by the Company in accordance with Section 3.04 of the Merger Agreement (the “Merger Payment Schedule”) as setting forth a true and complete allocation of the Per Share Stock Consideration and the Per Share Cash Consideration, as applicable, to be issued and (ii) shall cause have no liability for any errors or omissions therein, and (b) you shall not have the Paying Agent right to mail view any information set forth in the Merger Payment Schedule with respect to each Stockholder a letter of transmittalany other person or entity. You irrevocably waive and release, including instructions (in form and substance reasonably acceptable covenant not to make any claim or allegation against or xxx, Acquiror, the Company and Parent prior their respective Affiliates from any and all liabilities arising from or related to the Effective Time) (a “Letter allocation of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Stock Consideration and/or the Per Share Cash Consideration, as applicable, and any other amounts payable to you pursuant to the Merger Agreement. Effective from and after the First Effective Time and in consideration of the right to receive Per Share Stock Consideration and the paymentsand/or Per Share Cash Consideration, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii)as applicable, in each case, in accordance with the provisions Merger Agreement, you, on behalf of yourself and your past, present or future heirs, executors, administrators, predecessors-in-interest, successors, permitted assigns, equityholders, general or limited partners, Affiliates and Representatives (including, in each case, their past, present or future officers and directors) (each, a “Releasing Party”), hereby knowingly, voluntarily, irrevocably, unconditionally and forever acquit, release and discharge, and covenant not to xxx Acquiror, Merger Sub I, Merger Sub II, the Company, the Initial Surviving Company, the Surviving Company, their respective predecessors, successors, parents, subsidiaries and other Affiliates and their respective past, present or future owners, managers, members, general or limited partners, shareholders, fiduciaries (in their official and individual capacities), and Representatives (in their capacities as such) (each, a “Released Party” and, collectively, the “Released Parties”), from any and all liabilities, penalties, fines, judgments (at equity or at law, including statutory and common) and other losses (including damages, asserted or unasserted, express or implied, foreseen or unforeseen, suspected or unsuspected, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever), in each case arising from any matter, cause or event occurring from the beginning of time to the First Effective Time that a Releasing Party presently has, has ever had, or may hereafter have, in each case, to the extent arising out of his/her/its ownership of securities (including equity or debt securities or options to acquire equity securities) in the Company; provided, however, that nothing contained herein shall limit (a) rights to indemnification or to advancement or reimbursement of expenses to which the Releasing Party may be entitled (i) in his/her/its capacity as a current or former officer or director of the Company in accordance with Section 7.02 of the Merger Agreement, (ii) in connection with his/her/its enumerated rights under the Merger Agreement or any Ancillary Agreement, or (iii) with respect to any losses that arise from or relate to fraud, or (b) in the case of any Releasing Party who was or is an employee of the Company: (i) any rights with respect to compensation payable, accrued vacation and/or accrued bonuses earned prior to the First Effective Time in the ordinary course of business and the reimbursement of reasonable business related expenses incurred prior to the First Effective Time in the ordinary course of employment, in each case, which are reimbursable under the expense reimbursement policies of the Company and any agreement with the Company relating to employment or pursuant to which the Company is or may become obligated to make any retention, severance, termination, or similar payment; or (ii) any rights under any retirement or health and welfare benefit plan of the Company. Effective from and after the First Effective Time and contingent upon consummation of the Mergers, you further waive any rights under Section 1542 of the Civil Code of the State of California or any similar statute, to the extent applicable to the release set forth above. Section 1542 of the Civil Code of the State of California states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR THE RELEASED PARTY.” This paragraph is for the benefit of the Released Parties and shall be enforceable by any of them directly against the Releasing Parties. You hereby represent that you have not made any assignment or transfer of any claim or other matter that would be prohibited by the preceding paragraph and have not filed any Action of any kind against any Released Party relating to any matter that would be prohibited by the preceding paragraph, and you hereby irrevocably covenant to refrain from, directly or indirectly, asserting any claim, or commencing, instituting, or causing to be commenced or instituted, any Action of any kind against any Released Party, based upon any matter released hereby. You hereby acknowledge and intend that this release shall be effective as a bar to each and every one of the claims hereinabove prohibited, and expressly consent that this release shall be given full force and effect in accordance with each and every express term or provision hereof, including those (a) relating to any claims hereinabove prohibited or (b) relating to unknown and unsuspected claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated claims). No authority herein conferred or agreed to be conferred shall be affected by, and all such authority shall survive, your death or incapacity. All your obligations hereunder shall be binding upon your heirs, estates, executors, administrators, personal representatives, successors and permitted assigns. Nothing herein is intended to or will confer any rights or remedies on any person other than you or the parties to the Merger Agreement; provided, however, that the provisions hereof applicable to the Exchange Agent are intended, and shall be, for the benefit of the Exchange Agent as a third party beneficiary. By delivery of this Letter of Transmittal, you hereby forever waive, to the fullest extent permitted by Law, any and all dissenter’s appraisal or similar rights under the DGCL and any other applicable Laws with respect to the shares of Company Common Stock formerly represented therebyand/or Company Preferred Stock, as applicable, surrendered hereunder. IfThis Letter of Transmittal, after and all claims or causes of action based upon, arising out of, or related to this Letter of Transmittal or the Effective Timetransactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS LETTER OF TRANSMITTAL, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. This Letter of Transmittal and the surrender of shares of Company Common Stock and/or Company Preferred Stock, as applicable, transmitted by this Letter of Transmittal, are irrevocable, provided, however, that, if the Merger is not consummated for any reason, this Letter of Transmittal and such shares of Company Common Stock and/or Company Preferred Stock, as applicable, will be returned to you. To be completed ONLY if the check and/or stock is to be issued in the name(s) of (or wire transfer made to account of) someone other than the registered holder(s) in Box A. ISSUE TO: To be completed ONLY if the check and/or stock is to be delivered to an address other than that listed in Box E. MAIL TO: Please confirm that your address below is correct or xxxx any corrections If (and only if) you have completed Box C, or all registered holders are not listed on the bank account provided in Box G (if you elected a wire payment) your signature must be Medallion Guaranteed by an eligible financial institution. □ indicates permanent address change Note: A notarization by a notary public is not acceptable NOTE: This wire request is optional. If you choose to receive a wire payment, a Dissenting Stockholder effectively withdraws its demand for$50 wire fee will be deducted from your payment. If the name on the bank account does not include all registered holders, fails to perfect, or loses its, appraisal rights pursuant to Section 262 a medallion guarantee is required in Box F. If you complete Box G and any of the DGCL information is incomplete, illegible or otherwise deficient, you will receive a check for your proceeds. In connection with respect the above referenced merger, please wire the entitled funds as follows: By completion of Box G, the registered holder(s) hereby agree(s) that the above wire instructions are true and correct and by endorsing this Letter of Transmittal the person authorized to any Dissenting Shares, Parent shall act on behalf of this account is directing Continental Stock Transfer and Trust Company as Exchange Agent to make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 payment of the DGCL and (ii) the applicable Per Share Merger Stock Consideration and/or the Per Share Cash Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a as applicable, represented by this Letter of Transmittal to the Stockholders bank account listed above. *The ABA Routing Number for “incoming FED WIRES” is sometimes different than the ABA Routing Number used for direct deposit or the ABA Routing Number on the bottom of your check or deposit slip. Please always check with your bank to obtain the Company at least five (5) Business Days prior tocorrect ABA Routing Number and wire instructions. Continental Stock Transfer and Trust Company, and as Exchange Agent, will use the payment provided in Box C “New Registration Instructions” and/or Box G “Optional Wire Instructions” for any event within two (2) Business Days after, future payments that may become payable under the Effective Time, and (ii) assuming delivery to the Paying Agent of Merger Agreement unless a new Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) is completed to update such payment instructions. You may also be asked to verbally confirm your wire instructions by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Date.Continental Stock Transfer & Trust Co.

Letter of Transmittal. Prior to Promptly after the Effective Time (and in any event, event within two three (23) Business Days after) the Effective Timebusiness days), the Surviving Corporation Payments Administrator shall cause (pursuant to the Paying Agent terms of that certain Acquiom Payments Administration Agreement to mail be entered into at or prior to the Closing by and among Parent, the Holder Representative and the Payments Administrator) deliver to each Stockholder Holder identified in the Payment Schedule (A) a letter of transmittal, including instructions transmittal in customary form (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will shall specify that delivery of Certificates shall be effected, effected and risk of loss and title to the applicable equity security shall pass, only upon proper delivery of the Book-Entry Shares and Certificates (or affidavits of loss in lieu thereof) of the Certificates as provided in Section 4.4(e)), as applicable, to the Paying Agent and shall Payments Administrator (such Letter of Transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree prior to the Closing), and include (B) instructions for use in effecting the surrender of Book the Book-Entry Shares or Certificates (or affidavits of loss in lieu thereofof the Certificates as provided in Section 4.4(e)) to the Payments Administrator representing Shares in exchange for the Per Share Merger Consideration and Consideration. Proper delivery shall include (x) with respect to Book-Entry Shares, delivery of an authorization form in customary form regarding the paymentsbook-entry transfer of the Book-Entry Shares (or such other evidence, if any, set forth in Section 3.5(gof the transfer as the Payments Administrator may reasonably request) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, (y) with respect to the shares of Common Stock formerly represented thereby. IfCertificates, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 delivery of the DGCL with respect to any Dissenting Shares, Parent shall make available Certificates (or cause to be made available affidavits of loss in lieu of the Certificates as provided in Section 4.4(e)) to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing DatePayments Administrator.