Common use of Payment; Letter of Transmittal Clause in Contracts

Payment; Letter of Transmittal. (a) Immediately prior to or at the Effective Time, Tuatara shall deposit, or cause to be deposited, with an exchange agent selected by the Company and reasonably acceptable to Tuatara (the “Exchange Agent”) evidence in book-entry form of shares of Surviving Pubco Common Stock representing the number of shares of Surviving Pubco Common Stock sufficient to deliver the aggregate Per Share Merger Consideration (the “Payment”). (b) Within fifteen Business Days following the initial filing of the Registration Statement, or at such other time mutually agreed by the parties, the Company or the Exchange Agent shall mail or otherwise deliver to each Holder (to the extent not previously so delivered) a Letter of Transmittal, which shall specify, among other things, that delivery shall be effected, and risk of loss and title to the Company Shares shall pass, only upon delivery of a completed and duly executed Letter of Transmittal to the Exchange Agent but in no event prior to the Effective Time. No Holder shall be entitled to receive the Per Share Merger Consideration unless such Holder has delivered a completed and duly executed Letter of Transmittal to the Exchange Agent. Each Holder that has not delivered a completed and duly executed Letter of Transmittal to the Exchange Agent at or prior to the Effective Time, upon delivery of a completed and duly executed Letter of Transmittal to the Exchange Agent after the Effective Time, shall be entitled to receive from the Exchange Agent the Per Share Merger Consideration to which such Holder is entitled pursuant to Section 4.01. With respect to any Holder of Company Shares that delivers a completed and duly executed Letter of Transmittal to the Exchange Agent at or prior to the Effective Time, Tuatara shall instruct the Exchange Agent to pay such Holder the Per Share Merger Consideration to which such Holder is entitled pursuant to Section 4.01 at or promptly after the Closing. From and after the Effective Time, all previous Holders of Company Shares shall cease to have any rights as Holders other than the right to receive the Per Share Merger Consideration to which such Holder is entitled pursuant to Section 4.01 upon the delivery of a completed and duly executed Letter of Transmittal to the Exchange Agent, without interest. From and after the Effective Time, there shall be no further registration of transfers of Company Shares on the transfer books of the Surviving Corporation. (c) Notwithstanding anything to the contrary contained herein, no fraction of a share of Surviving Pubco Common Stock will be issued by virtue of this Agreement or the transactions contemplated hereby, and unless otherwise specifically provided in this Agreement, each Person who would otherwise be entitled to a fraction of a share of Surviving Pubco Common Stock (after aggregating all shares of Surviving Pubco Common Stock to which such Person otherwise would be entitled) shall instead have the number of shares of Surviving Pubco Common Stock issued to such Person rounded up or down to the nearest whole share of Surviving Pubco Common Stock.

Payment; Letter of Transmittal. (a) Immediately prior to or at the Effective Time, Tuatara HTP shall deposit, or cause to be deposited, with an exchange agent selected by the Company and reasonably acceptable to Tuatara (the “Exchange Agent”) as mutually and reasonably agreed by HTP and the Company (i) evidence of Surviving Company Membership Units (and/or certificates representing such Surviving Company Membership Units, at HTP’s election) representing the number of Surviving Company Membership Units sufficient to deliver the Participating Merger Consideration and, if the Company Series B Preferred Units are not Participating Units, the Aggregate Series B Liquidation Preference, in book-entry form each case, payable as of the Effective Time, (ii) evidence of shares of Surviving Pubco Common Stock Class B Shares (and/or certificates representing such shares of Surviving Pubco Class B Shares, at HTP’s election) representing the number of shares of Surviving Pubco Common Stock Class B Shares sufficient to deliver the aggregate Per Share Participating Merger Consideration and, if the Company Series B Preferred Units are not Participating Units, the Aggregate Series B Liquidation Preference, in each case, payable as of the Effective Time and (iii) evidence of shares of Surviving Pubco Class A Shares (and/or certificates representing such shares of Surviving Pubco Class A Shares, at HTP’s election) representing the number of shares of Surviving Pubco Class A Shares sufficient to deliver the total Per Blocker Equity Interest Merger Consideration payable hereunder as of the Effective Time (collectively, the “PaymentFunding Amount”). (b) Within fifteen ten (10) Business Days following the initial filing of the Registration Statement, or at such other time mutually agreed by the parties, the Company or the Exchange Agent shall mail or otherwise deliver to each Holder (to the extent not previously so delivered) a Letter of Transmittal, which shall specify, among other things, that delivery shall be effected, and risk of loss and title to the Company Shares Units shall passpass to the Exchange Agent, only upon delivery of a completed and duly executed the Letter of Transmittal Transmittal, a counterpart signature to the Surviving Company A&R LLCA (“LLCA Counterpart”), a counterpart signature to the Tax Receivable Agreement (“TRA Counterpart”) and a joinder to the Exchange Agent but in no event prior Agreement (“Exchange Agreement Joinder” and together with the TRA Counterpart, the LLCA Counterpart and the Letter of Transmittal, the “Exchange Documents”) subject to and upon the Effective Time. No Holder shall be entitled to receive the any Per Share Company Participating Unit Merger Consideration or, if the Company Series B Preferred Units are not Participating Units, any Per Company Series B Preferred Unit Merger Consideration, in each case, unless such Holder has delivered a completed and duly executed Letter of Transmittal to the Company (or the Exchange Agent. Each Holder that has not delivered , on behalf of the Company) a completed and duly executed Letter of Transmittal Transmittal, TRA Counterpart and with respect to the Holders other than the Blocker Owners, an LLCA Counterpart and Exchange Agent at or prior to the Effective Time, upon Agreement Joinder. Upon delivery of a completed and duly executed Letter of Transmittal to the Exchange Agent after the Effective TimeTime of each of the Exchange Documents required to be delivered by such Holder, such Holder shall be entitled to receive from the Exchange Agent the Per Share Company Participating Unit Merger Consideration and, if the Company Series B Preferred Units are not Participating Units, any Per Company Series B Preferred Unit Merger Consideration, in each case, to which such Holder is entitled pursuant to Section 4.01Article 4. With respect to any Holder of Company Shares Units that delivers a completed and duly executed Letter each of Transmittal the Exchange Documents required to be delivered by such Holder to the Company (or the Exchange Agent Agent, on behalf of the Company) at or prior to the Effective Time, Tuatara HTP shall instruct the Exchange Agent to pay such Holder the portion of the Participating Merger Consideration and, if the Company Series B Preferred Units are not Participating Units, the Aggregate Series B Liquidation Preference, in each case, payable as of the Effective Time to which such Holder is entitled pursuant to Article 4 at or promptly after the Closing. For the avoidance of doubt, with respect to any Holder of Company Units that has not delivered to the Company (or the Exchange Agent, on behalf of the Company) each of the Exchange Documents required to be delivered by such Holder at or prior to the Effective Time, HTP shall instruct the Exchange Agent to pay such Holder the Per Share Company Participating Unit Merger Consideration and, if the Company Series B Preferred Units are not Participating Units, the Per Company Series B Preferred Unit Merger Consideration, in each case, to which such Holder is entitled pursuant to Section 4.01 Article 4 at or promptly after the Closingtime at which such Holder delivered such instruments to the Company (or the Exchange Agent, on behalf of the Company). From and after the Effective Time, all previous Holders of Company Shares Units shall cease to have any rights as Holders other than the right to receive the Per Share portion of the Participating Merger Consideration and, if the Company Series B Preferred Units are not Participating Units, the Aggregate Series B Liquidation Preference, in each case, payable as of the Effective Time to which such Holder is entitled pursuant to this Section 4.01 upon the delivery of a completed and duly executed Letter of Transmittal to the Exchange Agent, 4.09(b) without interest. From and after the Effective Time, there shall be no further registration of transfers of Company Shares Units on the transfer books of the Surviving Corporation. (c) Company. Notwithstanding anything to the contrary contained herein, no fraction of a share of Surviving Pubco Common Stock will be issued by virtue of in this Agreement or in any of the transactions contemplated herebyAncillary Agreements, failure by a Holder to deliver duly executed and unless otherwise specifically provided completed copies of each of the Exchange Documents required to be delivered by such Holder, in each case, as required by this AgreementSection 4.09(b), each Person who would otherwise be entitled to a fraction of a share of Surviving Pubco Common Stock (after aggregating all shares of Surviving Pubco Common Stock to which such Person otherwise would be entitled) shall instead have not alter, limit or delay the number of shares of Surviving Pubco Common Stock issued to such Person rounded up or down to the nearest whole share of Surviving Pubco Common StockClosing in any manner.

Payment; Letter of Transmittal. (a) Immediately prior to or at the Effective Time, Tuatara Silver Spike shall deposit, or cause to be deposited, with an exchange agent selected by the Company and reasonably acceptable to Tuatara (the “Exchange Agent”) as mutually agreed by Silver Spike and the Company (i) evidence in book-entry form of Surviving Company Membership Units (and/or certificates representing such Surviving Company Membership Units, at Silver Spike’s election) representing the number of Surviving Company Membership Units sufficient to deliver the Aggregate Equity Consideration, (ii) evidence of shares of Surviving Pubco Class V Common Stock (and/or certificates representing such shares of Surviving Pubco Class V Common Stock, at Silver Spike’s election) representing the number of shares of Surviving Pubco Class V Common Stock sufficient to deliver the aggregate Per Share Merger Aggregate Equity Consideration and (iii) cash in an amount sufficient to pay the Aggregate Cash Consideration (collectively, the “PaymentFunding Amount”). (b) Within fifteen ten (10) Business Days following the initial filing of the Registration Statement, or at such other time mutually agreed by the parties, the Company or the Exchange Agent shall mail or otherwise deliver to each Holder (to the extent not previously so delivered) a Letter of Transmittal, which shall specify, among other things, that delivery shall be effected, and risk of loss and title to the Company Shares Common Units or Incentive Units shall pass, only upon delivery of a completed and duly executed the Letter of Transmittal Transmittal, a counterpart signature to the Surviving Company A&R LLCA (“LLCA Counterpart”) and a joinder to the Exchange Agreement (“Exchange Agreement Joinder”) to the Exchange Agent but in no event prior to the Effective Time. No Holder shall be entitled to receive any portion of the Per Share Merger Closing Cash Payment or the Aggregate Equity Consideration unless such Holder has delivered a completed and duly executed Letter of Transmittal Transmittal, LLCA Counterpart and Exchange Agreement Joinder to the Exchange AgentSilver Spike. Each Holder that has not delivered a completed and duly executed Letter of Transmittal Transmittal, LLCA Counterpart and Exchange Agreement Joinder to the Exchange Agent Silver Spike at or prior to the Effective Time, upon delivery of a completed and duly executed Letter of Transmittal Transmittal, LLCA Counterpart and Exchange Agreement Joinder to the Exchange Agent after the Effective Time, shall be entitled to receive from the Exchange Agent such portion of the Per Share Merger Closing Cash Payment and Aggregate Equity Consideration to which such Holder is entitled pursuant to Section ‎Section 4.01. With respect to any Holder of Company Shares Common Units or Incentive Units that delivers a completed and duly executed Letter of Transmittal Transmittal, LLCA Counterpart and Exchange Agreement Joinder to the Exchange Agent Silver Spike at or prior to the Effective Time, Tuatara Silver Spike shall instruct the Exchange Agent to pay such Holder the Per Share Merger portion of the Closing Cash Payment and Aggregate Equity Consideration to which such Holder is entitled pursuant to Section ‎Section 4.01 at or promptly after the Closing. From and after the Effective Time, all previous Holders of Company Shares Common Units and Incentive Units shall cease to have any rights as Holders other than the right to receive the Per Share Merger portion of the Closing Cash Payment and Aggregate Equity Consideration to which such Holder is entitled pursuant to Section ‎Section 4.01 upon the delivery of a completed and duly executed Letter of Transmittal to the Transmittal, LLCA Counterpart and Exchange AgentAgreement Joinder, without interest. From and after the Effective Time, there shall be no further registration of transfers of Company Shares Common Units or Incentive Units on the transfer books of the Surviving CorporationCompany. (c) Notwithstanding anything to the contrary contained herein, no fraction of a Surviving Company Membership Unit or share of Surviving Pubco Class V Common Stock will be issued by virtue of this Agreement or the transactions contemplated hereby, and unless otherwise specifically provided in this Agreement, each Person who would otherwise be entitled to a fraction of a Surviving Company Membership Unit or share of Surviving Pubco Class V Common Stock (after aggregating all Surviving Company Membership Units and shares of Surviving Pubco Class V Common Stock to which such Person otherwise would be entitled) shall instead have the number of Surviving Company Membership Units and shares of Surviving Pubco Class V Common Stock issued to such Person rounded up or down to the nearest whole Surviving Company Membership Unit and share of Surviving Pubco Class V Common StockStock (with 0.5 of a unit and share or greater rounded up), as applicable.

Payment; Letter of Transmittal. (a) Immediately prior to At or at promptly following the Effective Time, Tuatara Acquirer shall deposit, or cause to be deposited, with an exchange agent selected by the Company and reasonably acceptable to Tuatara (the “Exchange Agent”) as mutually agreed by Acquirer and the Company, evidence in book-entry form of shares of Surviving Pubco Acquirer Common Stock (which may include direct registration advice slips and/or certificates representing such shares of Acquirer Common Stock, at Acquirer’s election) representing the number of shares of Surviving Pubco Acquirer Common Stock sufficient to deliver the aggregate Per Share Merger Consideration (the “Payment”)Consideration. (b) Within fifteen At least three Business Days following prior to the initial filing of the Registration Statement, or at such other time mutually agreed by the partiesClosing Date, the Company or the Exchange Agent shall mail or otherwise deliver to each Holder (to the extent not previously so delivered) Company Stockholder a Letter of Transmittal, which shall specify, among other things, that delivery shall be effected, and risk of loss and title to the Company Shares shall pass, only upon delivery of a completed and duly executed Letter of Transmittal to the Exchange Agent but in no event prior to the Effective Time. No Holder Company Stockholder shall be entitled to receive any portion of the Per Share Merger Consideration unless such Holder Company Stockholder has delivered a properly completed and duly executed Letter of Transmittal (including any required certifications) to the Exchange Agent. Each Holder With respect to any Company Stockholder that has not delivered delivers a properly completed and duly executed Letter of Transmittal (including any required certifications) to the Exchange Agent at or prior to the Effective Time, upon delivery Acquirer shall instruct the Exchange Agent to issue such Company Stockholder the portion of the Merger Consideration to which such Company Stockholder is entitled pursuant to Section 3.1 at or promptly after the Closing. With respect to any Company Stockholder that delivers a properly completed and duly executed Letter of Transmittal to the Exchange Agent after the Effective Time, shall be entitled to receive from the Exchange Agent the Per Share Merger Consideration to which such Holder is entitled pursuant to Section 4.01. With respect to any Holder of Company Shares that delivers a completed and duly executed Letter of Transmittal to the Exchange Agent at or prior to the Effective Time, Tuatara Acquirer shall instruct the Exchange Agent to pay issue such Holder Company Stockholder the Per Share portion of the Merger Consideration to which such Holder Company Stockholder is entitled pursuant to Section 4.01 at or 3.1 promptly after the Closing. From and after the Effective Time, all previous Holders of Company Shares shall cease to have any rights as Holders other than the right to receive the Per Share Merger Consideration to which such Holder is entitled pursuant to Section 4.01 upon the delivery of a completed and duly executed Letter of Transmittal to following the Exchange Agent, without interest’s receipt of such documents. From and after the Effective Time, there shall be no further registration of transfers of Company Shares Capital Stock on the transfer books of the Surviving CorporationCompany. (c) If any Merger Consideration is to be issued to a Person other than the Company Stockholder in whose name the applicable Company Capital Stock is registered, it shall be a condition to the issuance of such Merger Consideration that (i) such Company Capital Stock shall have been properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a Person other than the registered holder of Company Capital Stock or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable. (d) No interest will be paid or accrued on the Merger Consideration (or any portion thereof). From and after the Effective Time, until surrendered in accordance with this Section 3.4, each share of Company Capital Stock shall solely represent the right to receive the Merger Consideration to which such share of Company Capital Stock is entitled to receive pursuant to Section 3.1. (e) Notwithstanding anything to the contrary contained herein, no fraction of a share of Surviving Pubco Acquirer Common Stock will be issued by virtue of this Agreement or the transactions contemplated hereby, and unless otherwise specifically provided in this Agreement, each Person who would otherwise be entitled to a fraction of a share of Surviving Pubco Acquirer Common Stock (after aggregating all shares of Surviving Pubco Acquirer Common Stock to which such Person otherwise would be entitled) shall instead have the number of shares of Surviving Pubco Acquirer Common Stock issued to such Person rounded up or down to the nearest whole share of Surviving Pubco Acquirer Common Stock.

Payment; Letter of Transmittal. (a) Immediately prior to At or at promptly following the Effective Time, Tuatara Acquiror shall deposit, or cause to be deposited, with an exchange agent selected by the Company and reasonably acceptable to Tuatara (the “Exchange Agent”) as mutually agreed by Acquiror and the Company, evidence in book-entry form of shares of Surviving Pubco Acquiror Common Stock (which may include direct registration advice slips and/or certificates representing such shares of Acquiror Common Stock, at Acquiror’s election) representing the number of shares of Surviving Pubco Acquiror Common Stock sufficient to deliver the aggregate Per Share Merger Consideration (the “Payment”)Consideration. (b) Within fifteen At least three Business Days following prior to the initial filing of the Registration Statement, or at such other time mutually agreed by the partiesClosing Date, the Company or the Exchange Agent shall mail or otherwise deliver to each Holder (to the extent not previously so delivered) Company Stockholder a Letter of Transmittal, which shall specify, among other things, that delivery shall be effected, and risk of loss and title to the Company Shares shall pass, only upon delivery of a completed and duly executed Letter of Transmittal to the Exchange Agent but in no event prior to the Effective Time. No Holder Company Stockholder shall be entitled to receive any portion of the Per Share Merger Consideration unless such Holder Company Stockholder has delivered a properly completed and duly executed Letter of Transmittal (including any required certifications) to the Exchange Agent. Each Holder With respect to any Company Stockholder that has not delivered delivers a properly completed and duly executed Letter of Transmittal (including any required certifications) to the Exchange Agent at or prior to the Effective Time, upon delivery Acquiror shall instruct the Exchange Agent to issue such Company Stockholder the portion of the Merger Consideration to which such Company Stockholder is entitled pursuant to Section 3.1 at or promptly after the Closing. With respect to any Company Stockholder that delivers a properly completed and duly executed Letter of Transmittal to the Exchange Agent after the Effective Time, shall be entitled to receive from the Exchange Agent the Per Share Merger Consideration to which such Holder is entitled pursuant to Section 4.01. With respect to any Holder of Company Shares that delivers a completed and duly executed Letter of Transmittal to the Exchange Agent at or prior to the Effective Time, Tuatara Acquiror shall instruct the Exchange Agent to pay issue such Holder Company Stockholder the Per Share portion of the Merger Consideration to which such Holder Company Stockholder is entitled pursuant to Section 4.01 at or 3.1 promptly after the Closing. From and after the Effective Time, all previous Holders of Company Shares shall cease to have any rights as Holders other than the right to receive the Per Share Merger Consideration to which such Holder is entitled pursuant to Section 4.01 upon the delivery of a completed and duly executed Letter of Transmittal to following the Exchange Agent, without interest’s receipt of such documents. From and after the Effective Time, there shall be no further registration of transfers of Company Shares Capital Stock on the transfer books of the Surviving CorporationCompany. (c) If any Merger Consideration is to be issued to a Person other than the Company Stockholder in whose name the applicable Company Capital Stock is registered, it shall be a condition to the issuance of such Merger Consideration that (i) such Company Capital Stock shall have been properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a Person other than the registered holder of Company Capital Stock or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable. (d) No interest will be paid or accrued on the Merger Consideration (or any portion thereof). From and after the Effective Time, until surrendered in accordance with this Section 3.4, each share of Company Capital Stock shall solely represent the right to receive the Merger Consideration to which such share of Company Capital Stock is entitled to receive pursuant to Section 3.1. (e) Notwithstanding anything to the contrary contained herein, no fraction of a share of Surviving Pubco Acquiror Common Stock will be issued by virtue of this Agreement or the transactions contemplated hereby, and unless otherwise specifically provided in this Agreement, each Person who would otherwise be entitled to a fraction of a share of Surviving Pubco Acquiror Common Stock (after aggregating all shares of Surviving Pubco Acquiror Common Stock to which such Person otherwise would be entitled) shall instead have the number of shares of Surviving Pubco Acquiror Common Stock issued to such Person rounded up or down to the nearest whole share of Surviving Pubco Acquiror Common Stock.

Payment; Letter of Transmittal. (a) Immediately prior to At or at promptly following the Effective Time, Tuatara Acquiror shall deposit, or cause to be deposited, with an exchange agent selected by the Company and reasonably acceptable to Tuatara (the “Exchange Agent”) as mutually agreed by Acquiror and the Company, evidence in book-entry form of shares of Surviving Pubco Acquiror Common Stock (and/or certificates representing such shares of Acquiror Common Stock, at Acquiror’s election) representing the number of shares of Surviving Pubco Acquiror Common Stock sufficient to deliver the aggregate Per Share Merger Consideration (the “Payment”)Consideration. (b) Within fifteen At least three (3) Business Days following prior to the initial filing of the Registration Statement, or at such other time mutually agreed by the partiesClosing Date, the Company or the Exchange Agent shall mail or otherwise deliver to each Holder (to the extent not previously so delivered) a Letter of TransmittalTransmittal (including any required certifications), which shall (i) specify, among other things, that delivery shall be effected, and risk of loss and title to the Company Shares Units shall pass, only upon delivery of a completed and duly executed the Letter of Transmittal to the Exchange Agent Agent, but in no event shall risk of loss and title to such Holder’s Company Units pass prior to the Effective Time. , and (ii) include a waiver and release of claims in substantially the form of Annex G. No Holder shall be entitled to receive any portion of the Per Share Merger Consideration unless such Holder has delivered a properly completed and duly executed Letter of Transmittal (including any required certifications) to the Exchange AgentAgent and, in the case of any Holder of Class C Units, such Holder has taken all actions required to be taken to effect the treatment of such Holder’s Incentive Units, Class C Units and Class C Proportionate Interest as is described in Section 3.1(f). Each With respect to any Holder that has not delivered delivers a properly completed and duly executed Letter of Transmittal (including any required certifications) to the Exchange Agent at or prior to the Effective TimeTime and, upon delivery in the case of any Holder of Class C Units, takes all actions required to be taken to effect the treatment of such Holder’s Incentive Units, Class C Units and Class C Proportionate Interest as is described in Section 3.1(f), Acquiror shall instruct the Exchange Agent to issue such Holder the portion of the Merger Consideration to which such Holder is entitled pursuant to Section 3.1 at or promptly after the Closing. With respect to any Holder that delivers a properly completed and duly executed Letter of Transmittal to the Exchange Agent after the Effective TimeTime and, in the case of any Holder of Class C Units, takes all actions required to be taken to effect the treatment of such Holder’s Incentive Units, Class C Units and Class C Proportionate Interest as is described in Section 3.1(f), Acquiror shall be entitled to receive from instruct the Exchange Agent to issue such Holder the Per Share portion of the Merger Consideration to which such Holder is entitled pursuant to Section 4.01. With respect to any Holder of Company Shares that delivers a completed and duly executed Letter of Transmittal to the Exchange Agent at or prior to the Effective Time, Tuatara shall instruct the Exchange Agent to pay such Holder the Per Share Merger Consideration to which such Holder is entitled pursuant to Section 4.01 at or 3.1 promptly after the Closing. From and after the Effective Time, all previous Holders of Company Shares shall cease to have any rights as Holders other than the right to receive the Per Share Merger Consideration to which such Holder is entitled pursuant to Section 4.01 upon the delivery of a completed and duly executed Letter of Transmittal to following the Exchange Agent, without interest’s receipt of such documents. From and after the Effective Time, there shall be no further registration of transfers of Company Shares Units on the transfer books of the Surviving CorporationCompany. (c) If any Merger Consideration is to be issued to a Person other than the Holder in whose name the transferred Company Units in book-entry form is registered, it shall be a condition to the issuance of such Merger Consideration that (i) such Company Units in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a Person other than the registered holder of Company Units in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable. (d) No interest will be paid or accrued on the Merger Consideration (or any portion thereof). From and after the Effective Time, until surrendered in accordance with this Section 3.4, each Company Unit shall solely represent the right to receive the Merger Consideration to which such Company Unit is entitled to receive pursuant to Section 3.1. (e) Notwithstanding anything to the contrary contained herein, no fraction of a share of Surviving Pubco Acquiror Common Stock will be issued by virtue of this Agreement or the transactions contemplated hereby, and unless otherwise specifically provided in this Agreement, each Person who would otherwise be entitled to a fraction of a share of Surviving Pubco Acquiror Common Stock (after aggregating all shares of Surviving Pubco Acquiror Common Stock to which such Person otherwise would be entitled) shall instead have the number of shares of Surviving Pubco Acquiror Common Stock issued to such Person rounded up or down to the nearest whole share of Surviving Pubco Acquiror Common Stock.