Common use of Lost, Stolen or Destroyed Certificates Clause in Contracts

Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a); provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted issuable in respect thereof pursuant to Section 2.1(a1.4(b)(i); provided, however, that Parent the Surviving Corporation may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall Certificates have been lost, stolen or destroyed, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section 2.1(a)) hereof; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a customary affidavit of loss and, if required by Parent or the Paying Agent, the posting by such Person of a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock (and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a -------- ------- condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any -------------------------------------- Certificate shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificate, upon the making of an affidavit of that fact by the holder thereofthereof such Combination Consideration (and dividends, the portion distributions and cash in lieu of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted fractional shares) as may be required pursuant to Section 2.1(a)2.2; provided, however, that Parent iPrint may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity and will indemnify it against any claim that may be made against Parent, Merger SubiPrint, the Surviving Corporation or and/or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, lost stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock and cash for fractional shares, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Common Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock and cash for fractional shares, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereofPerson claiming such Certificate to be lost, stolen or destroyed, Parent shall pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate the portion of the Aggregate Merger Consideration into which deliverable in respect thereof as determined in accordance with Section 3.01(c) for the Shares shares of Company Common Stock formerly represented by thereby. When authorizing such Certificate were converted pursuant to Section 2.1(a); providedpayment of Merger Consideration in exchange therefor, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationthereof, require the owner of such lost, stolen or destroyed Certificate to deliver make a bond in such sum as it may reasonably direct as indemnity reasonable undertaking to indemnify Parent or the Surviving Corporation against any claim that may be made against Parent, Merger Sub, Parent or the Surviving Corporation or the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyed, including the posting by such Person of a bond.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section 2.1(a)) hereof; provided, however, that Parent the Purchaser may, in its reasonable sole discretion and as a condition precedent to the payment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Subthe Purchaser, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock and cash for fractional shares, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereofPerson claiming such Certificate to be lost, stolen or destroyed, Parent shall pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate the portion of the Aggregate Merger Consideration into which deliverable in respect thereof as determined in accordance with Section 3.01(c) for the Shares shares of Company Common Stock formerly represented by thereby. When authorizing such Certificate were converted pursuant to Section 2.1(a); providedpayment of Merger Consideration in exchange therefor, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationthereof, require the owner of such lost, stolen or destroyed Certificate to deliver post a bond in such sum as it may reasonably direct as indemnity a customary amount or make a reasonable undertaking to indemnify Parent or the Surviving Corporation against any claim that may be made against Parent, Merger Sub, Parent or the Surviving Corporation or the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Common Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lostshall, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereof, the portion issue in exchange for such shares of the Aggregate Merger Consideration into which the Shares formerly represented by Company Common Stock, such Certificate were converted shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Company Stock Certificate shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue pay and/or issue, in exchange for such lost, stolen or destroyed Certificates certificate, the Merger Consideration, if any, payable and/or issuable in respect thereto pursuant to Section 1.6(b) upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a); provided, however, that Parent may, in its reasonable discretion discretion, and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the Stockholder who is the owner of such lost, stolen or destroyed Certificate certificates to either (i) deliver a bond in such sum amount as it may reasonably direct as indemnity or (ii) provide an indemnification agreement in a form and substance acceptable to Parent against any claim that may be made against Parent, Merger Sub, Parent or the Surviving Corporation or the Paying Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing Company Shares shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into such Parent Shares, cash for fractional shares, if any, and any dividends or other distributions to which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a)holders thereof are entitled; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum an indemnification agreement as it may reasonably direct as indemnity against with respect to any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section Sections 2.1(a)) and 2.1(b) hereof; provided, however, that Parent or the Paying Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Common Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by Parent Common Stock, Parent Stock Warrants or such Certificate were converted cash consideration as may be required pursuant to Section 2.1(a)1.03 hereof; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact fact, in a form reasonably satisfactory to Parent and the Paying Agent, by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section 2.1(a)2.1 hereof; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted that is issuable and payable in respect thereof pursuant to Section 2.1(a3.6(b); provided, however, that Parent and/or the Payment Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may deem reasonably direct necessary as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereofthereof in a form reasonably acceptable to Parent, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted payable or deliverable in respect thereof pursuant to Section 2.1(a)this Agreement; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it Parent and the Company may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Payment Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a)payable with respect thereto; provided, however, that Parent or the Paying Agent may, in its reasonable discretion and as a condition precedent to the payment of such portion of the Merger Consideration, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond (at the sole expense of the holder of such Certificate) in such sum reasonable and customary amount as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall Certificates have been lost, stolen or destroyed, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, in form and substance reasonably acceptable to Parent, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section 2.1(a)) hereof; provided, however, that Parent or the Paying Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it either of them may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted and any unpaid dividends or other distributions payable or deliverable in respect thereof pursuant to Section 2.1(a)this Agreement; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Corporation, the Surviving Company or the Paying Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a)payable with respect thereto; provided, however, that Parent or the Paying Agent may, in its reasonable discretion and as a condition precedent to the payment of such portion of the Merger Consideration, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond (at the sole expense of the holder of such Certificates) in such sum reasonable and customary amount as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates representing shares of Company Common Stock immediately prior to the Effective Time shall have been lost, stolen or destroyed, the Paying Exchange Agent or Parent, as applicable, shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Parent Shares formerly represented by such Certificate were converted deliverable in respect thereof pursuant to Section 2.1(a1.7(c); provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment delivery of such Merger Considerationshares, require the owner owners of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Entity or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon (i) the making of an affidavit of that fact by the holder thereofthereof and (ii) compliance with the other procedures set forth in this Article II, the portion of the Aggregate applicable Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section 2.1(a)2.1; provided, however, provided that Parent the Surviving Company may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Company or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent Acquiror shall issue cause to be issued in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Acquiror Common Stock (and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger SubAcquiror, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Common Stock shall have been lost, stolen stolen, or destroyed, the Paying Exchange Agent shall issue in exchange for such lostshall, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereof, the portion issue in exchange for such shares of the Aggregate Merger Consideration into which the Shares formerly represented by Company Common Stock such Certificate were converted shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen stolen, or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Corporation, or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Company Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Company Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted 15 11 Parent Common Stock (and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a3.01(a); provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Company Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Company Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates representing Common Stock or Preferred Stock shall have been lost, stolen or destroyed, the Paying Agent ASM shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate thereof such Merger Consideration into which the Shares formerly represented by such Certificate were converted (and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)Sections 2.4 and 2.6; provided, however, that Parent ASM may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger SubASM, the Surviving Corporation or the Paying Escrow Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into to which the Shares formerly represented by such Certificate were converted holder thereof is entitled pursuant to Section 2.1(a)this Article I; providedPROVIDED, howeverHOWEVER, that Parent or the Surviving Corporation may, in its reasonable their discretion and as a condition precedent to the payment of such Merger Considerationthereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it they may reasonably direct as indemnity against any claim that may be made against Parent, Merger Subthe Company, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Company Stock Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Company Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, in form and substance reasonably acceptable to Parent and the portion Exchange Agent, such number of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted shares, if any, as may be required pursuant to Section 2.1(a)2.2; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock, cash consideration and cash in lieu of fractional shares as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable -------- ------- discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Subthe Surviving Corporation, the Surviving Corporation Exchange Agent or the Paying Escrow Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Company Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue and pay in exchange for such lost, stolen or destroyed Certificates Company Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of Parent Common Stock, amount of the Aggregate Merger Cash Consideration into which the Shares formerly represented by such Certificate were converted and payment of cash in lieu of fractional shares as may be required pursuant to Section 2.1(a)1.7; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Company Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Entity or the Paying Exchange Agent with respect to the Certificate Company Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion number of shares of Parent Common Stock that the Aggregate Merger Consideration into which the Shares formerly represented by holder of such Certificate were converted pursuant lost, stolen or destroyed Certificates would otherwise be entitled to Section 2.1(a)receive under this Article I; provided, however, that the Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner registered holder of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate Certificates were converted pursuant to Section 2.1(a)converted; provided, however, that Parent Surviving Corporation may, in its reasonable discretion and as a condition precedent to the payment issuance of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any -------------------------------------- Certificate shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificate, upon the making and delivery of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into such Parent Shares and any dividends or other distributions to which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a)owner thereof is entitled; provided, however, that Parent may, in its reasonable -------- ------- discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a customary bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates for any Parent Securities shall have been lost, stolen or destroyed, the Paying Agent Purchaser shall issue in exchange for such lost, stolen or destroyed Certificates certificates or securities, as the case may be, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted securities as may be required pursuant to Section 2.1(a)2.7; provided, however, that Parent the Reincorporation Surviving Corporation may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Reincorporation Surviving Corporation or the Paying Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such amount of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted shares of Parent Common Stock, if any, as may be required pursuant to Section 2.1(a)1.6 hereof; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the Shareholder who is the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the such Parent Shares formerly represented by such Certificate were converted as may be required pursuant to Section 2.1(a)1.7(a) (less the Escrow Shares) as well as the other Merger Consideration as provided in this Article; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent Parent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration Cash into which the Shares formerly shares of Company Capital Stock represented by such Certificate Certificates were converted pursuant to Section 2.1(a)1.7; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, Cash require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent Acquiror or its agents shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate thereof such Merger Consideration into which the Shares formerly represented by such Certificate were converted (and dividends, distributions and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)2.6; provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, Acquiror or the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates representing Company Capital Stock shall have been lost, stolen or destroyed, the Paying Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an acceptable affidavit of that fact by the holder thereofthereof and the delivery of such other documents reasonably requested by the Paying Agent, the portion of the Aggregate applicable Closing Merger Consideration into which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a)Consideration; provided, however, that Parent Buyer may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationthereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Buyer or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to the Paying Agent and Parent) of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent or the Surviving Corporation, as applicable, shall issue in exchange for such lost, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereof, Certificate the portion of the Aggregate Merger Common Stock Consideration into which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a2.01(a)(i); provided, however, that Parent maythe owner of such lost, in its reasonable discretion and stolen or destroyed Certificate may be required, as a condition precedent to the payment of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate to deliver provide a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, a customary amount if so required by the Surviving Corporation or policies and procedures of the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyedAgent.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificate formerly representing Shares shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates upon the making of an any affidavit of that fact by the registered holder thereofthereof or such holders' duly authorized attorney-in-fact, the portion Buyer shall issue the certificate for Buyer Ordinary Shares and pay the cash amount to which such Shares are then entitled by virtue of the Aggregate Merger Consideration into which Merger, provided that the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a); provided, however, that Parent Buyer may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance and payment, require the owner of such lost, stolen or destroyed Certificate certificate to deliver give the Buyer and the Company a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Buyer or the Paying Agent Company with respect to the Certificate certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock, cash and cash for fractional shares, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion cash and such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock, if any, as may be required to be delivered in exchange therefor pursuant to Section 2.1(a)1.7; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- Certificates evidencing shares of Company Common Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock as may be required pursuant to Section 2.1(a)1.6 hereof; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the Company Stockholder who is the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- certificate evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Merger Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificate, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock and cash for fractional share, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificate to deliver a bond in such sum indemnification as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Merger Agent with respect to the Certificate certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit in a form satisfactory to Parent, of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted amount, if any, as may be required pursuant to Section 2.1(a)1.6 hereof; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the Shareholder who is the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Company Certificates or Company Warrants shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue cause to be paid in exchange for such lost, stolen or destroyed Company Certificates or Company Warrants, upon the making of an affidavit of that fact by the holder thereof, the portion such payment of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted as may be required pursuant to Section 2.1(a)this ARTICLE I; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Company Certificates or Company Warrants to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, Parent or the Surviving Corporation or the Paying Agent with respect to the Certificate Company Certificates or Company Warrants alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion number of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted shares of Parent Common Stock, if any, as may be required pursuant to Section 2.1(a)2.1 hereof; provided, however, that Parent ----------- may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent Synquest shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by Person claiming such Certificate were converted to be lost, stolen or destroyed, such shares of Synquest Series A Preferred Stock as may be required pursuant to Section 2.1(a)Article II; provided, however, that Parent Synquest may, in its reasonable sole discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of Person claiming such Certificate to be lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent Synquest with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Company Stock Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates or agreements, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted consideration, if any, as may be required pursuant to Section 2.1(a)2.2(c) hereof; provided, however, that Parent maythe Paying Agent shall, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the Company Stockholder who is the owner of such lost, stolen or destroyed Certificate certificates to provide an affidavit of loss and deliver a bond in such sum amount as it may reasonably direct as indemnity direct, indemnifying Buyer and the Paying Agent against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Company or the Paying Agent with respect to the Certificate certificates or agreements alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion per share Consideration to be paid hereunder with respect to the shares of the Aggregate Merger Consideration into which the Shares formerly MP capital stock represented by such Certificate were converted Certificates pursuant to Section 2.1(a)Article 2 hereof; provided, however, that Parent Buyer may, in its reasonable discretion and as a condition precedent to the payment issuance of such Merger Considerationconsideration, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger SubBuyer, the Surviving Corporation or the Paying Exchange Agent against any claim that may be made with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a); provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against ParentAcquiror, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent Parent shall direct its transfer agent to issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock (and cash in lieu of any fractional shares pursuant to Section 2.1(a)1.6) as may be required pursuant to this Agreement; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Subthe Company, the either Surviving Corporation or the Paying Agent transfer agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for in lieu of such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock and cash for fractional shares, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates -------------------------------------- evidencing shares of Company Common Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereofthereto, the portion such cash and shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Acquiror Common Stock, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Acquiror or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall Certificates have been lost, stolen or destroyed, the Paying Payment Agent shall will issue in exchange for such losttherefor, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Per Share Price, Class B Per Share Price, or Class C Per Share Price payable in respect thereof pursuant to Section 2.1(a); provided, however, that 2.7. Each Parent Entity or the Payment Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger ConsiderationPer Share Price, Class B Per Share Price, or Class C Per Share Price, as applicable, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parentthe Parent Entities, Merger Subthe Surviving LLC, the Surviving Corporation or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent Acquiror shall issue or cause to be issued in exchange for such lost, stolen or destroyed Certificates Certificate, upon the making of an affidavit of that fact by the holder thereofthereof in form reasonably satisfactory to Acquiror, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Acquiror Common Stock as may be required pursuant to Section 2.1(a)1.5; ----------- provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger SubAcquiror, the Surviving Corporation or the Paying Agent any of their agents with respect to the Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly shares of Company Common Stock represented by such Certificate Certificates were converted pursuant to Section 2.1(a)converted; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment issuance of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate thereof such Merger Consideration into which the Shares formerly represented by such Certificate were converted (and dividends, distributions and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)y2.6; provided, however, that Parent Nayna may, in its reasonable discretion discxxxxxn and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger SubNayna, the Surviving Corporation Cxxxxxation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Company Certificates shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue cause to be paid in exchange for such lost, stolen or destroyed Certificates Company Certificates, upon the making of an affidavit of that fact by the holder thereofthereof as provided in the such holder’s Letter of Transmittal, the portion such payment of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted consideration as may be required pursuant to Section 2.1(a)this Article II; provided, however, that Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Company Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, Parent or the Surviving Corporation or the Paying Agent with respect to the Certificate Company Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates evidencing shares of Xxxxx Xxxxx Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon receiving notice from the holder thereof and upon the making of an affidavit of that fact by such holder, such shares of Series D Preferred Stock and the holder thereofAdditional Payments, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a)if any; provided, however, that Parent Recruitsoft may, in its reasonable discretion and and, as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Recruitsoft or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into to which the Shares formerly represented by holder thereof would have been entitled upon the delivery of such Certificate were converted pursuant to Section 2.1(a)Certificate; provided, however, that Parent or the Payment Agent may, in its reasonable their sole discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Company or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock (and cash in lieu of any fractional shares pursuant to Section 2.1(a)11.2) as may be required pursuant to this Agreement; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Subthe Company, the Xxxxx Acquisition, any Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Natchez Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock and cash for fractional shares, if any, as may be required pursuant to Section 2.1(a)2.7; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue and pay in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly payable pursuant to Section 1.6 with respect to each share of Target Capital Stock represented by such Certificate were converted pursuant to Section 2.1(a)Certificate; provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance and payment, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a lost securities bond in such sum as it Acquiror may reasonably direct as indemnity against any claim that may be made against ParentAcquiror, Merger Subthe Interim Surviving Corporation, the Surviving Corporation Company or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereofthereof (in form and substance reasonably satisfactory to the Surviving Corporation), the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section 2.1(a)2.7; provided, however, provided that Parent or the Payment Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum customary amount as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly shares of Common Stock represented by such Certificate Certificates were converted pursuant to Section 2.1(a)converted; provided, however, that Parent the Company or the Surviving Corporation, as the case may be, may, in its reasonable discretion and as a condition precedent to the payment issuance of any such Merger Consideration, require the owner holder of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Subthe Company, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly shares of Company Common Stock represented by such Certificate Certificates were converted pursuant to Section 2.1(a)1.6; providedPROVIDED, howeverHOWEVER, that Parent may, in its reasonable discretion and as a condition precedent to the payment issuance of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Company Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Company Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock (and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a3.01(a); provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Company Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Company Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent Acquiror shall issue cause to be issued in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Acquiror Common Stock (and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, Acquiror or the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent SynQuest shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by Person claiming such Certificate were converted to be lost, stolen or destroyed, such shares of SynQuest Common Stock or such cash as may be required pursuant to Section 2.1(a)Article II; provided, however, that Parent SynQuest may, in its reasonable sole discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of Person claiming such Certificate to be lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent SynQuest with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall Certificates have been lost, stolen or destroyed, the Paying Payment Agent shall will issue in exchange for such losttherefor, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Per Share Price, Class B Per Share Price, or Class C Per Share Price payable in respect thereof pursuant to Section 2.1(a); provided, however, that 2.10. Each Parent Entity or the Payment Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger ConsiderationPer Share Price, Class B Per Share Price, or Class C Per Share Price, as applicable, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parentthe Parent Entities, Merger Subthe Surviving LLC, the Surviving Corporation or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Company Stock Certificate shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted amount, if any, as may be required pursuant to Section 2.1(a)1.3; provided, however, that Parent Acquiror may, in its reasonable discretion discretion, or as required by the Payment Agent, and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the Person who is the owner of such lost, stolen or destroyed Certificate certificates to either (i) deliver a bond in such sum amount as it may reasonably direct as indemnity and/or (ii) provide an indemnification agreement in a form and substance acceptable to Acquiror, against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Acquiror or the Paying Payment Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly shares of Company Common Stock represented by such Certificate Certificates were converted pursuant to Section 2.1(a)converted; provided, however, that Parent may, in its reasonable -------- ------- discretion and as a condition precedent to the payment issuance of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration Cash into which the Shares formerly shares of Company Capital Stock represented by such Certificate Certificates were converted pursuant to Section 2.1(a)1.8; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, Cash require the owner of such lost, stolen or destroyed Certificate Certificates to deliver an indemnity and, if requested, a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent Acquiror shall issue or cause to be issued in exchange for such lost, stolen or destroyed Certificates Certificate, upon the making of an affidavit of that fact by the holder thereofthereof in form reasonably satisfactory to Acquiror, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Acquiror Common Stock as may be required pursuant to Section 2.1(a)1.5; provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger SubAcquiror, the Surviving Corporation or the Paying Agent any of their agents with respect to the Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Common Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Preferred Stock and cash for fractional shares, if any, as may be required pursuant to Section 2.1(a)1.7; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, Buyer shall cause the Paying Agent shall to issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the such portion of the Aggregate Merger Transaction Consideration into which the Shares formerly represented by such Certificate were converted as may be required pursuant to Section 2.1(a)2.6 of this Agreement; provided, however, ,that Parent Buyer may, in its reasonable sole discretion and as a condition precedent to the payment of such Merger ConsiderationPaying Agent’s issuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a an indemnity or bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or Buyer and/or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.