Common use of Mechanics of Exchange Clause in Contracts

Mechanics of Exchange. (a) At the Effective Time, each Company Preferred Stockholder will be entitled to receive and, upon surrender to Parent of one or more Certificates representing the Company Preferred Stock held by such Company Preferred Stockholder and a duly executed letter of transmittal as described below, Parent shall be obligated, as soon as reasonably practicable (and in any event no later than ten (10) Business Days) after receipt of such Certificates and executed letters of transmittal, to deliver certificates representing that number of shares of Parent Common Stock into which the shares of Company Preferred Stock held by such Company Preferred Stockholder are converted pursuant to Section 2.3. Any shares of Parent Common Stock into which the shares of Company Preferred Stock convert in the Merger shall be deemed to have been issued at the Effective Time. (b) As soon as reasonably practicable (and in any event no later than two (2) Business Days) after the Effective Time, Parent shall mail to each holder of record of Company Stock entitled to receive Merger Consideration hereunder: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss to the Certificates, as appropriate, shall pass, only upon delivery of such Certificates to Parent and shall contain reasonable representations as to the Company Preferred Stockholder’s title to the shares represented by such Certificates), and (ii) instructions for use in effecting the surrender of the Certificates, as appropriate, in exchange for certificates evidencing shares of Parent Common Stock. (c) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, Parent will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock into which the shares of Company Preferred Stock represented by such Certificate may be converted in accordance with Section 2.3. When authorizing such issuance in exchange therefor, Parent may require the owner of such lost, stolen or destroyed Certificate to give Parent such form of indemnity, as Parent shall reasonably direct, against any claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or destroyed. (d) Parent may, at its option, meet its obligations under this Section 2.4 through its transfer agent or other bank selected by Parent to act as exchange agent in connection with the Merger. (e) By tendering its shares of Company Preferred Stock and by accepting the consideration set forth in Section 2.3, each Company Preferred Stockholder shall be deemed to have agreed: (i) to the appointment of the Representative as representative of the Company Preferred Stockholders in accordance with the terms of Article 8, (ii) to the indemnification provisions of Article 9, (iii) that, in accordance with Section 2.5, Parent will place into escrow a portion of the Stock Merger Consideration deliverable to such Company Preferred Stockholder subject to and for the purpose of securing the Company Preferred Stockholders’ indemnity obligations under this Agreement, (iv) that the Stock Merger Consideration deliverable to such Company Preferred Stockholder pursuant to this Agreement shall not be sold, transferred, pledged, disposed of or encumbered (each, a “Transfer”) (except for Permitted Transfers) for the period beginning on the Closing Date and ending, on the date falling ninety (90) days after the Effective Time, and (v) that each certificate representing shares of Parent Common Stock constituting the Stock Merger Consideration shall bear appropriate legends referring to such restrictions and to any restrictions on transfer under applicable securities laws.

Mechanics of Exchange. (a) Following the Effective Time, each holder of Company capital stock shall be entitled to surrender certificates formerly representing shares of Company capital stock (the “Company Stock Certificates”) to Parent for cancellation in exchange for such holder’s right to receive, subject to the terms and conditions hereof, the Merger Consideration and the Earnout Consideration, if any, pursuant to Section 3.1. It shall be a condition of any holder’s receipt of its portion of the Merger Consideration and the Earnout Consideration, if any, that the Company Stock Certificates representing such holder’s capital stock be surrendered to Parent, properly endorsed or otherwise in proper form for transfer, or that such holder comply with Section 3.6(d). (b) At the Effective Time, each Company Preferred shall deliver a certified copy of a list of its stockholders to Parent (the “Certified Stockholder will List”). After the Effective Time, there shall be no further transfer of Company Stock Certificates on the records of the Company and, if such Company Stock Certificates are presented to Company for transfer, they shall be cancelled at the time of such presentation. Parent shall be entitled to rely upon the Certified Stockholder List to establish the identity of those persons entitled to receive andthe Merger Consideration and the Earnout Consideration, upon surrender if any, specified in this Agreement, which Certified Stockholder List shall be conclusive with respect thereto. In the event of a dispute with respect to Parent ownership of one or more Certificates representing the stock represented by any Company Preferred Stock held by such Company Preferred Stockholder and a duly executed letter of transmittal as described belowCertificates, Parent shall be obligated, as soon as reasonably practicable (and in any event no later than ten (10) Business Days) after receipt of such Certificates and executed letters of transmittal, entitled to deliver certificates representing that number of shares of Parent Common Stock into which the shares of Company Preferred Stock held by such Company Preferred Stockholder are converted pursuant to Section 2.3. Any shares of Parent Common Stock into which the shares of Company Preferred Stock convert in deposit the Merger shall be deemed to have been issued at Consideration and the Effective Time. (b) As soon as reasonably practicable (and in any event no later than two (2) Business Days) after the Effective TimeEarnout Consideration, Parent shall mail to each holder of record of Company Stock entitled to receive Merger Consideration hereunder: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss to the Certificates, as appropriate, shall pass, only upon delivery of such Certificates to Parent and shall contain reasonable representations as to the Company Preferred Stockholder’s title to the shares represented by such Certificates), and (ii) instructions for use in effecting the surrender of the Certificates, as appropriateif any, in exchange for certificates evidencing shares of Parent Common Stockrespect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (c) Following the Effective Time and upon receipt of any Company Stock Certificate(s) pursuant to this ARTICLE III, Parent shall deliver or cause to be delivered to such holder presenting such Company Stock Certificate(s) its portion of the Merger Consideration and the Earnout Consideration, if any, at such times and as calculated pursuant to Section 3.1. (d) In the event that any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person holder claiming such Company Stock Certificate to be lost, stolen or destroyed, Parent will issue deliver or cause to be issued delivered, in accordance with and subject to this Section 3.6 and the other terms and conditions hereof, in exchange for such lost, stolen or destroyed Certificate Company Stock Certificate, the shares applicable portion of Parent Common Stock into such holder’s Merger Consideration and the Earnout Consideration, if any, for which the shares of Company Preferred Stock capital stock represented by such Certificate may be converted in accordance with certificate has been cancelled and exchanged pursuant to Section 2.33.1. When authorizing such issuance payment in exchange therefor, Parent may in its discretion require the owner of such lost, stolen or destroyed Company Stock Certificate to give Parent a bond in such sum as it may reasonably direct as indemnity, or such other form of indemnity, as Parent shall reasonably direct, against any claim that may be made against Parent with respect to the Company Stock Certificate alleged to have been lost, stolen or destroyed. (de) Parent may, at its option, meet its obligations under this Section 2.4 3.6 through its transfer agent a bank, trust company or other bank third party reasonably selected by Parent to act as exchange agent in connection with the Merger. (ef) By tendering its shares Notwithstanding anything in this Agreement to the contrary, neither Parent nor any other party hereto shall be liable to a holder of Company Preferred Stock and by accepting the consideration set forth in Section 2.3, each Company Preferred Stockholder shall be deemed to have agreed: (i) to the appointment of the Representative as representative of the Company Preferred Stockholders in accordance with the terms of Article 8, (ii) to the indemnification provisions of Article 9, (iii) that, in accordance with Section 2.5, Parent will place into escrow a capital stock for any portion of the Stock Merger Consideration deliverable or the Earnout Consideration, if any, delivered to such Company Preferred Stockholder subject to and for the purpose of securing the Company Preferred Stockholders’ indemnity obligations under this Agreement, (iv) that the Stock Merger Consideration deliverable to such Company Preferred Stockholder a public official pursuant to this Agreement shall not be sold, transferred, pledged, disposed applicable escheat laws following the passage of or encumbered (each, a “Transfer”) (except for Permitted Transfers) for the period beginning on the Closing Date and ending, on the date falling ninety (90) days after the Effective Time, and (v) that each certificate representing shares of Parent Common Stock constituting the Stock Merger Consideration shall bear appropriate legends referring to such restrictions and to any restrictions on transfer under applicable securities lawstime specified therein.

Mechanics of Exchange. (a) At the Effective TimeTime and subject to Section 2.4 and the provisions of the Escrow Agreement, each Company Preferred Stockholder will Shareholder shall be entitled to surrender the certificate or certificates that immediately prior to the Effective Time represented shares of Tempus Common Stock (the “Certificates”) and which were converted into the right to receive andcash and shares of QuadraMed Common Stock to QuadraMed for cancellation in exchange for cash and shares of QuadraMed Common Stock into which such shares of Tempus Common Stock have been converted by virtue of the Merger, upon surrender to Parent less such Shareholder’s pro rata portion of one or more Certificates representing the Company Preferred Stock held by such Company Preferred Stockholder and a duly executed letter of transmittal as described below, Parent Escrow Amount. It shall be obligateda condition of payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to QuadraMed. Until so surrendered, as soon as reasonably practicable (each outstanding Certificate will represent from and in any event no later than ten (10) Business Days) after receipt of such Certificates and executed letters of transmittalthe Effective Time, for all purposes, only the right to deliver certificates representing that receive the number of shares of Parent QuadraMed Common Stock and cash into which such shares of Tempus Common Stock shall have been so converted. Upon the surrender to QuadraMed by a Shareholder of a Certificate in accordance with this Section 2.5, QuadraMed shall immediately tender to the Shareholder the Cash Consideration and Stock Consideration into which such shares of Tempus Common Stock represented by such Certificate have been converted by virtue of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount. The Cash Consideration and Stock Consideration tendered to a Shareholder upon the surrender of a Certificate for exchange of the shares of Tempus Common Stock in accordance with the terms of this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Tempus Common Stock. (b) From and after the date of this Agreement, there shall be no transfers on the stock transfer books of Tempus of Tempus Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Tempus Common Stock are presented to the Surviving Company for payment, they shall be cancelled and exchanged for the cash and shares of QuadraMed Common Stock into which the shares of Company Preferred Stock held by such Company Preferred Stockholder are converted pursuant to Section 2.3. Any shares of Parent Tempus Common Stock into which the shares of Company Preferred Stock convert represented thereby were converted in the Merger shall be deemed to have been issued at the Effective Time. (b) As soon as reasonably practicable (and in any event no later than two (2) Business Days) after the Effective Time, Parent shall mail to each holder of record of Company Stock entitled to receive Merger Consideration hereunder: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss to the Certificates, as appropriate, shall pass, only upon delivery of such Certificates to Parent and shall contain reasonable representations as to the Company Preferred Stockholder’s title to the shares represented by such Certificates), and (ii) instructions for use in effecting the surrender of the Certificates, as appropriate, in exchange for certificates evidencing shares of Parent Common StockMerger. (c) In The Company and the event Surviving Company shall be entitled to deduct and withhold from the Cash Consideration otherwise payable pursuant to this Agreement to a Shareholder such amounts, if any, as the Company or the Surviving Company is required to deduct and withhold with respect to the making of such payment under the Code or any applicable Legal Requirement. To the extent that amounts are so withheld, but only to the extent such amounts are properly tendered to the appropriate Governmental Body in compliance with the Code or applicable Legal Requirement, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Shareholder in respect of which such deduction and withholding was made. Each party acknowledges that, to such party’s Knowledge, at the time of execution of this Agreement such party was not aware of any requirement to deduct and withhold any amount under this Section 2.5(c). (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Shareholder claiming such Certificate to be lost, stolen or destroyed, Parent QuadraMed will issue or cause to be issued the amount of Cash Consideration and Stock Consideration into which such shares of Tempus Common Stock have been converted by virtue of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount, in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock into which the shares of Company Preferred Stock represented by such Certificate may be converted in accordance with Section 2.3Certificate. When authorizing such issuance in exchange therefor, Parent may QuadraMed may, in its reasonable, good faith discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate Shareholder to give Parent QuadraMed a bond in an appropriate and reasonable sum as it may direct as indemnity or such other form of indemnity, as Parent it shall reasonably direct, against any claim Claim that may be made against Parent QuadraMed with respect to the Certificate alleged to have been lost, stolen or destroyed. (de) Parent mayIf any certificate for QuadraMed Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, at its option, meet its obligations under this Section 2.4 through its it shall be a condition of such exchange that the Person requesting such exchange shall (i) pay to QuadraMed any transfer agent or other bank selected Taxes required by Parent reason of the issuance of certificates for shares of QuadraMed Common Stock in a name other than that of the registered holder of the Certificate surrendered, or (ii) establish to act as exchange agent in connection with the Mergersatisfaction of QuadraMed that such Tax has been paid or is not applicable. (ef) By tendering its Notwithstanding anything in this Agreement to the contrary, neither QuadraMed nor any other party hereto shall be liable to a holder of shares of Company Preferred Tempus Common Stock and by accepting the consideration set forth in Section 2.3, each Company Preferred Stockholder shall be deemed to have agreed: (i) to the appointment of the Representative as representative of the Company Preferred Stockholders in accordance with the terms of Article 8, (ii) to the indemnification provisions of Article 9, (iii) that, in accordance with Section 2.5, Parent will place into escrow a for any portion of the Stock Merger Consideration deliverable or the cash payment for any fractional interests delivered to such Company Preferred Stockholder subject to and for the purpose of securing the Company Preferred Stockholders’ indemnity obligations under this Agreement, (iv) that the Stock Merger Consideration deliverable to such Company Preferred Stockholder a public official pursuant to this Agreement shall not be sold, transferred, pledged, disposed applicable escheat laws following the passage of or encumbered (each, a “Transfer”) (except for Permitted Transfers) for the period beginning on the Closing Date and ending, on the date falling ninety (90) days after the Effective Time, and (v) that each certificate representing shares of Parent Common Stock constituting the Stock Merger Consideration shall bear appropriate legends referring to such restrictions and to any restrictions on transfer under applicable securities lawstime specified therein.

Mechanics of Exchange. If the Bridge Preferred Stock is required to be exchanged pursuant to Sections 5.1 or 5.2 of this Agreement, upon such exchange (athe “Exchange Date”), the holder of a certificate or certificates evidencing shares of Bridge Preferred Stock shall (i) At surrender such certificate or certificates, duly endorsed, at the Effective Timeprincipal office of the Company and (ii) notify the Company in writing of the name or names in which such holder wishes the certificate or certificates of Permanent Preferred Stock to be issued. In the case of lost or destroyed certificates formerly evidencing ownership of shares of Bridge Preferred Stock to be surrendered, each Company Preferred Stockholder will be entitled to receive the holder shall submit such proof of loss or destruction and, upon surrender if requested by the Company, an appropriate indemnity, reasonably required by the Company. The date on which the holder satisfies the foregoing requirements is referred to Parent of one or more Certificates representing as the “Delivery Date.” As soon as practicable after the Delivery Date, the Company shall deliver a certificate for the number of full shares of Permanent Preferred Stock held by issuable upon such Company exchange. Notwithstanding the foregoing, regardless of whether a holder shall have surrendered such holder’s certificates evidencing shares of Bridge Preferred Stockholder Stock and/or received in respect thereof certificates evidencing shares of Permanent Preferred Stock, such holder shall from and after the Exchange Date be treated as a duly executed letter record holder of transmittal as described below, Parent shall be obligated, as soon as reasonably practicable (and in any event no later than ten (10) Business Days) after receipt of such Certificates and executed letters of transmittal, to deliver certificates representing that the number of shares of Parent Common Permanent Preferred Stock into which the such holder's shares of Company Bridge Preferred Stock shall have been exchanged and the certificate held by such Company Preferred Stockholder are converted pursuant to Section 2.3. Any holder formerly representing ownership of shares of Parent Common Stock into which the shares of Company Bridge Preferred Stock convert in the Merger shall be deemed to have been issued at the Effective Time. (b) As soon as reasonably practicable (and in any event no later than two (2) Business Days) after the Effective Timeshall, Parent shall mail to each holder of record of Company Stock entitled to receive Merger Consideration hereunder: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss to the Certificates, as appropriate, shall pass, only upon delivery of such Certificates to Parent and shall contain reasonable representations as to the Company Preferred Stockholder’s title to the shares represented by such Certificates), and (ii) instructions for use in effecting the surrender of the Certificates, as appropriate, until surrendered in exchange for new certificates evidencing shares of Parent Common Stock. (c) In the event that any Certificate shall have been lostPermanent Preferred Stock as contemplated above, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate be deemed to be lost, stolen or destroyed, Parent will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate evidence the shares of Parent Common Permanent Preferred Stock into which issuable upon exchange of the shares of Company Bridge Preferred Stock represented formerly held by such Certificate may be converted in accordance with Section 2.3holder until such time as record ownership is transferred. When authorizing such issuance in exchange therefor, Parent may require the owner of such lost, stolen or destroyed Certificate to give Parent such form of indemnity, as Parent shall reasonably direct, against any claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or destroyed. (d) Parent may, at its option, meet its obligations under this Section 2.4 through its transfer agent or other bank selected by Parent to act as exchange agent in connection with the Merger. (e) By tendering its All shares of Company Permanent Preferred Stock and by accepting issuable upon exchange of the consideration set forth in Section 2.3, each Company Bridge Preferred Stockholder Stock shall be deemed to have agreed: (i) to the appointment of the Representative as representative of the Company Preferred Stockholders in accordance with the terms of Article 8, (ii) to the indemnification provisions of Article 9, (iii) that, in accordance with Section 2.5, Parent will place into escrow a portion of the Stock Merger Consideration deliverable to such Company Preferred Stockholder subject to fully paid and for the purpose of securing the Company Preferred Stockholders’ indemnity obligations under this Agreement, (iv) that the Stock Merger Consideration deliverable to such Company Preferred Stockholder pursuant to this Agreement shall not be sold, transferred, pledged, disposed of or encumbered (each, a “Transfer”) (except for Permitted Transfers) for the period beginning on the Closing Date and ending, on the date falling ninety (90) days after the Effective Time, and (v) that each certificate representing shares of Parent Common Stock constituting the Stock Merger Consideration shall bear appropriate legends referring to such restrictions and to any restrictions on transfer under applicable securities lawsnonassessable.

Mechanics of Exchange. (a) At Prior to Closing, Company and Parent shall cause to be mailed to each holder of record (as of the Effective Time) of a certificate or certificates, each Company Preferred Stockholder will be entitled which immediately prior to receive and, upon surrender to Parent of one or more Certificates representing the Company Preferred Stock held by such Company Preferred Stockholder and a duly executed letter of transmittal as described below, Parent Effective Time shall be obligated, as soon as reasonably practicable (and in any event no later than ten (10) Business Days) after receipt of such Certificates and executed letters of transmittal, to deliver certificates representing that number of shares of Parent Common Stock into which have represented the outstanding shares of Company Preferred Stock held by such or Company Preferred Stockholder are converted pursuant to Section 2.3. Any shares of Parent Common Stock into which (the shares of Company Preferred Stock convert in the Merger shall be deemed to have been issued at the Effective Time. (b) As soon as reasonably practicable (and in any event no later than two (2) Business Days) after the Effective Time, Parent shall mail to each holder of record of “Company Stock entitled to receive Merger Consideration hereunder: Certificates”), (i) a letter of transmittal (which shall specify that delivery shall in a form to be effected, and risk of loss to the Certificates, as appropriate, shall pass, only mutually agreed upon delivery of such Certificates to by Parent and shall contain reasonable representations as to Company promptly following the Company Preferred Stockholder’s title to date of this Agreement (the shares represented by such Certificates), and “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates, as appropriate, Company Stock Certificates in exchange for certificates evidencing the portion of the Merger Consideration payable upon surrender of said Company Stock Certificates. Following the Effective Time, and upon surrender of Company Stock Certificates for cancellation to Parent, together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, each holder of Company Stock Certificates shall be entitled to surrender its Company Stock Certificates to Parent for cancellation in exchange for such holder’s right to receive, subject to the terms and conditions hereof, the Merger Consideration pursuant to Section 2.1. It shall be a condition of any holder’s receipt of any Merger Consideration that Company Stock Certificates representing such holder’s capital stock be surrendered to Parent, properly endorsed or otherwise in proper form for transfer, or that such holder comply with Section 2.5(d). (b) Attached hereto as Schedule 2.5(b) is a list, addressed to Parent and certified by the Company as true and correct, of the holders of capital stock of the Company (the “Certified Stockholder List”). At the Closing, Company shall deliver an update to the Certified Stockholder List, addressed to Parent and certified by the Company as true and correct, reflecting the holders of capital stock of the Company at the time of the Closing (the “Final Certified Stockholder List”). After the date hereof, Company shall consult with Parent prior to transferring shares of Company Stock Certificates on the records of Company. Parent Common Stockshall be entitled to rely upon the Final Certified Stockholder List to establish the identity of those persons entitled to receive Merger Consideration specified in this Agreement, which Final Certified Stockholder List shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Company Stock Certificates, Parent shall be entitled to deposit any Merger Consideration in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (c) Following the Effective Time and upon receipt of any Company Stock Certificate(s) pursuant to this Section 2.5, Parent shall deliver or cause to be delivered to such holder presenting such Company Stock Certificate(s) the Merger Consideration as calculated pursuant to Section 2.1 and Schedule 2.1. (d) In the event that any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person holder claiming such Company Stock Certificate to be lost, stolen or destroyed, Parent will issue deliver or cause to be issued delivered, in accordance with and subject to this Section 2.5 and the other terms and conditions hereof, in exchange for such lost, stolen or destroyed Certificate Company Stock Certificate, the shares applicable portion of Parent Common Stock into such holder’s Merger Consideration for which the shares of Company Preferred Stock capital stock represented by such Certificate may be converted in accordance with certificate has been cancelled and exchanged pursuant to Section 2.32.1. When authorizing such issuance payment in exchange therefor, Parent may in its discretion require the owner of such lost, stolen or destroyed Company Stock Certificate to give Parent a bond in such sum as it may reasonably direct as indemnity, or such other form of indemnity, as Parent shall reasonably direct, against any claim that may be made against Parent with respect to the Company Stock Certificate alleged to have been lost, stolen or destroyed. (de) Parent may, at its option, meet its obligations under this Section 2.4 2.5 through its transfer agent a bank, trust company or other bank third party reasonably selected by Parent to act as exchange agent in connection with the Merger. (ef) By tendering its shares Notwithstanding anything in this Agreement to the contrary, neither Parent nor any other party hereto shall be liable to a holder of Company Preferred Stock and by accepting the consideration set forth in Section 2.3, each Company Preferred Stockholder shall be deemed to have agreed: (i) to the appointment of the Representative as representative of the Company Preferred Stockholders in accordance with the terms of Article 8, (ii) to the indemnification provisions of Article 9, (iii) that, in accordance with Section 2.5, Parent will place into escrow a capital stock for any portion of the Stock Merger Consideration deliverable delivered to such Company Preferred Stockholder subject to and for the purpose of securing the Company Preferred Stockholders’ indemnity obligations under this Agreement, (iv) that the Stock Merger Consideration deliverable to such Company Preferred Stockholder a public official pursuant to this Agreement shall not be sold, transferred, pledged, disposed applicable escheat laws following the passage of or encumbered (each, a “Transfer”) (except for Permitted Transfers) for the period beginning on the Closing Date and ending, on the date falling ninety (90) days after the Effective Time, and (v) that each certificate representing shares of Parent Common Stock constituting the Stock Merger Consideration shall bear appropriate legends referring to such restrictions and to any restrictions on transfer under applicable securities lawstime specified therein.

Mechanics of Exchange. (a) At Promptly following the Effective Time, each or sooner in the sole discretion of Company, Company Preferred shall, or shall cause the Paying Agent on its behalf to, distribute to the Equityholders the transmittal materials, in substantially the form attached hereto as Exhibit D. Each Stockholder will holding any certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), and which were converted into the right to receive the Merger Consideration, shall be entitled to receive andsurrender the Certificates to the Paying Agent for cancellation in exchange for such Stockholder’s portion of the Merger Consideration, upon surrender together with the completed transmittal materials. Each Stockholder’s portion of the Merger Consideration, subject to Parent the escrow provisions of one or more Section 1.4 and the provisions for funds reserved for the Stockholder Representative set forth in Section 1.5, shall be paid to such Stockholder at such time as the Certificates representing and transmittal materials are delivered to the Company Preferred Stock held Paying Agent by such Company Preferred Stockholder and a duly executed letter of transmittal Stockholder. Except as described belowprovided in Section 1.4(e), Parent no interest shall be obligated, paid or accrued for the benefit of holders of the Certificates on the consideration payable upon the surrender of the Certificates. It shall be a condition of payment that the transmittal materials be properly executed and returned to the Paying Agent as soon as reasonably practicable (and in any event no later than ten (10) Business Days) after receipt of such Certificates and executed letters of transmittal, to deliver certificates representing that number of shares of Parent Common Stock into which the shares of Company Preferred Stock held by such Company Preferred Stockholder are converted pursuant to Section 2.3. Any shares of Parent Common Stock into which the shares of Company Preferred Stock convert provided in the Merger transmittal materials and the Certificates so surrendered shall be deemed to have been issued at the Effective Timeproperly endorsed or otherwise in proper form for transfer. (b) As soon as reasonably practicable (From and in any event no later than two (2) Business Days) after the Effective Time, Parent there shall mail to each holder of record be no transfers on the stock transfer books of Company Stock entitled to receive of the Shares. If, after the Effective Time, Certificates are presented for payment, they shall be cancelled and exchanged for the applicable portion of the Merger Consideration hereunder: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss to in accordance with the Certificates, as appropriate, shall pass, only upon delivery of such Certificates to Parent and shall contain reasonable representations as to the Company Preferred Stockholder’s title to the shares represented by such Certificates), and (ii) instructions for use procedures set forth in effecting the surrender of the Certificates, as appropriate, in exchange for certificates evidencing shares of Parent Common Stockthis Section 3.2. (c) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, Parent including indemnification by such person with respect to any claim that may be made with respect to such Certificate (a “Lost Certificate Affidavit”), the Paying Agent will issue or cause to be issued issued, in exchange for such lost, stolen or destroyed Certificate and a properly executed Lost Certificate Affidavit, the shares portion of Parent Common Stock into the Merger Consideration for which the shares of Company Preferred Stock Shares represented by such the Certificate may be converted are exchanged in accordance with this Section 2.3. When authorizing such issuance in exchange therefor, Parent may require the owner of such lost, stolen or destroyed Certificate to give Parent such form of indemnity, as Parent shall reasonably direct, against any claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or destroyed3. (d) Parent may, at its option, meet its obligations under this Section 2.4 through its transfer agent or other bank selected by Parent If any Certificate shall not have been surrendered prior to act as exchange agent in connection with the Merger. (e) By tendering its shares of Company Preferred Stock and by accepting the consideration set forth in Section 2.3, each Company Preferred Stockholder shall be deemed to have agreed: (i) to the appointment such date on which any portion of the Representative as representative Merger Consideration payable in respect of such Certificate is required by applicable Law to be transferred to a Governmental Body, the Paying Agent shall transfer such portion of the Company Preferred Stockholders Merger Consideration in accordance with the terms of Article 8, (ii) applicable Law. Notwithstanding anything in this Agreement to the indemnification provisions contrary, neither the Paying Agent nor any party hereto shall be liable to a holder of Article 9, (iii) that, in accordance with Section 2.5, Parent will place into escrow a Shares for any portion of the Stock Merger Consideration deliverable delivered to such Company Preferred Stockholder subject to and for the purpose of securing the Company Preferred Stockholders’ indemnity obligations under this Agreement, (iv) that the Stock Merger Consideration deliverable to such Company Preferred Stockholder a public official pursuant to this Agreement shall not be soldapplicable abandoned property, transferred, pledged, disposed of escheat or encumbered (each, a “Transfer”) (except for Permitted Transfers) for the period beginning on the Closing Date and ending, on the date falling ninety (90) days after the Effective Time, and (v) that each certificate representing shares of Parent Common Stock constituting the Stock Merger Consideration shall bear appropriate legends referring to such restrictions and to any restrictions on transfer under applicable securities lawssimilar Laws.

Mechanics of Exchange. (a) At the Effective Time, each Company Preferred Stockholder will be entitled to receive and, upon surrender to Parent of one or more Certificates representing the Company Preferred Stock held by such Company Preferred Stockholder and a duly executed letter of transmittal as described below, Parent shall be obligated, as soon as reasonably practicable (and in any event no later than ten (10) Business Days) after receipt of such Certificates and executed letters of transmittal, to deliver certificates representing that number of shares of Parent Common Stock and a check for the amount of cash, if any, into which the shares of Company Preferred Stock held by such Company Preferred Stockholder are converted pursuant to Section 2.3. Any shares of Parent Common Stock into which the shares of Company Preferred Stock convert in the Merger shall be deemed to have been issued at the Effective Time. (b) As soon as reasonably practicable (and in any event no later than two five (25) Business Days) after the Effective Time, Parent shall mail to each holder of record of Company Stock entitled to receive Merger Consideration hereunder: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss to the Certificates, as appropriate, shall pass, only upon delivery of such Certificates to Parent and shall contain reasonable representations as to the Company Preferred Stockholder’s title to the shares represented by such Certificates), and (ii) instructions for use in effecting the surrender of the Certificates, as appropriate, in exchange for certificates evidencing shares of Parent Common StockStock and cash. (c) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, Parent will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and deliver the cash into which the shares of Company Preferred Stock represented by such Certificate may be converted in accordance with Section 2.3. When authorizing such issuance in exchange therefor, Parent may require the owner of such lost, stolen or destroyed Certificate to give Parent such form of indemnity, as Parent shall reasonably direct, against any claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or destroyed. (d) Parent may, at its option, meet its obligations under this Section 2.4 through its transfer agent or other bank selected by Parent to act as exchange agent in connection with the Merger. (e) By tendering its shares of Company Preferred Stock and by accepting the consideration set forth in Section 2.3, each Company Preferred Stockholder shall be deemed to have agreed: (i) to the appointment of the Representative as representative of the Company Preferred Stockholders in accordance with the terms of Article 8, (ii) to the indemnification provisions of Article 9, (iii) that, in accordance with Section 2.5, Parent will place into escrow a portion of the Stock Merger Consideration deliverable to such Company Preferred Stockholder subject to and for the purpose of securing the Company Preferred Stockholders’ indemnity obligations under this Agreement, (iv) that the Stock Merger Consideration deliverable to such Company Preferred Stockholder pursuant to this Agreement shall not be sold, transferred, pledged, disposed of or encumbered (each, a “Transfer”) (except for Permitted Transfers) for the period beginning on the Closing Date and endingending (A) as to forty percent (40%) of such restricted securities, on the date falling ninety nine (909) days months after the Effective Time, (B) as to an additional forty percent (40%) of such restricted securities, on the date falling twelve (12) months after the Effective Time, and (C) as to the remaining twenty percent (20%) of such restricted securities, on the date falling fifteen (15) months after the Effective Time, and (v) that each certificate representing shares of Parent Common Stock constituting the Stock Merger Consideration shall bear appropriate legends referring to such restrictions and to any restrictions on transfer under applicable securities laws.