Common use of Share Exchange Procedures Clause in Contracts

Share Exchange Procedures. At or after the Effective Time, as soon as reasonably practicable after the sole Stockholder surrenders to Parent the certificates evidencing such Stockholder’s Company Common Shares to the extent certificated (collectively, for purposes of this Section 4.3, the “Share Certificates”) for cancellation, together with a completed and executed Letter of Transmittal substantially in the form agreed to between Parent and the Company (the “Letter of Transmittal”): (i) Parent shall cause to be issued to such Stockholder the Applicable Per Share Merger Consideration such Stockholder has the right to receive in connection with the Merger pursuant to Section 4.1 and (ii) the Share Certificate, if any, so surrendered shall forthwith be cancelled. If a transfer of ownership of a Stockholder’s Share Certificate that is not registered in the transfer records of the Company is stated to have occurred, then payment of the relevant portion of the Applicable Per Share Merger Consideration may be made to a Person other than the Person in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is properly endorsed or otherwise is in proper form for transfer. If any Share Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Stockholder claiming such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, Parent will issue in consideration of the Company Common Shares represented by such lost, stolen or destroyed Share Certificate the Applicable Per Share Merger Consideration to which the Stockholder thereof is entitled pursuant to the express terms of this Agreement; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyed. Until surrendered as contemplated by this Section 4.3(a), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE IV. At or after the Closing, as soon as reasonably practicable after each holder of Series A Preferred Stock of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger pursuant to Section 4.1.

Share Exchange Procedures. At or after the Effective TimeClosing, as soon as reasonably practicable after the sole each Stockholder surrenders to Parent the certificates evidencing such Stockholder’s Company Common Shares to the extent certificated (collectively, for purposes of this Section 4.3, the “Share Certificates”) for cancellation, together with a completed and executed Letter of Transmittal substantially in the form agreed to between Parent and the Company (the “Letter of Transmittal”): (i) Parent shall cause to be issued to such Stockholder the Applicable Per Share Merger Consideration such Stockholder has the right to receive in connection with the Merger pursuant to Section 4.1 and (ii) the Share Certificate, if any, so surrendered shall forthwith be cancelled. If a transfer of ownership of a Stockholder’s Share Certificate that is not registered in the transfer records of the Company is stated to have occurred, then payment of the relevant portion of the Applicable Per Share Merger Consideration may be made to a Person other than the Person in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is properly endorsed or otherwise is in proper form for transfer. If any Share Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Stockholder claiming such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, Parent will issue in consideration of the Company Common Shares represented by such lost, stolen or destroyed Share Certificate the Applicable Per Share Merger Consideration to which the Stockholder thereof is entitled pursuant to the express terms of this Agreement; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyed. Until surrendered as contemplated by this Section 4.3(a), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE Article IV. At or after the Closing, as soon as reasonably practicable after each holder of Series A Preferred Stock of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger pursuant to Section 4.1.

Share Exchange Procedures. (a) Prior to the Initial Closing, PubCo shall appoint Continental Stock Transfer & Trust Company or such other exchange agent reasonably acceptable to the Company and Acquiror (the “Exchange Agent”) to act as the agent for the purpose of exchanging (i) Acquiror Ordinary Shares for a number and class of PubCo Shares in accordance with the Plan of Initial Merger and this Agreement; and (ii) Company Shares for a number of PubCo Class A Ordinary Shares in accordance with the Plan of Acquisition Merger and this Agreement, as applicable. At or after before the Initial Merger Effective Time, PubCo shall deposit, or cause to be deposited, with the Exchange Agent the Shareholder Merger Consideration. (b) If the Exchange Agent requires that, as soon as reasonably practicable after a condition to receive the sole Stockholder surrenders to Parent the certificates evidencing such Stockholder’s Shareholder Merger Consideration, any holder of Acquiror Shares or Company Common Shares deliver a letter of transmittal to the extent certificated Exchange Agent, then at or as promptly as practicable following the Initial Merger Effective Time, PubCo shall send, or shall cause the Exchange Agent to send, to each Acquiror Shareholder or Company Shareholder (collectivelyas applicable) a letter of transmittal (which shall specify that the delivery shall be effected, for purposes and the risk of this Section 4.3loss and title shall pass, only upon proper transfer of each share to the “Share Certificates”Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as Acquiror or PubCo may reasonably specify) for cancellationuse in such exchange (each, together with a completed and executed Letter of Transmittal substantially in the form agreed to between Parent and the Company (the “Letter of Transmittal”): ). Notwithstanding any other provision of this Section 3.2, any obligation on PubCo under this Agreement to issue PubCo Shares to (i) Parent shall cause Acquiror Shareholders entitled to receive PubCo Shares or (ii) Company Shareholders entitled to receive PubCo Class A Ordinary Shares may be issued satisfied by PubCo issuing such PubCo Shares to DTC or to such Stockholder other clearing service or issuer of depositary receipts (or their nominees, in either case) as may be necessary or expedient, and each such Acquiror Shareholder and Company Shareholder shall hold such PubCo Shares in book-entry form or through a holding of depositary receipts and DTC or its nominee or the Applicable Per Share Merger Consideration relevant clearing service or issuer of depositary receipts (or their nominees, as the case may be) will be the holder of record of such Stockholder has PubCo Shares. (c) Each holder of Acquiror Ordinary Shares, Acquiror Warrants or Company Shares that have been converted into the right to receive in connection with a portion of the Initial Merger Consideration or Acquisition Merger Consideration (as applicable), pursuant to Section 4.1 3.1(a)(ii), Section 3.1(a)(iv) or Section 3.1(c)(i), respectively, and Acquiror Lender under any Working Capital Loan that has been fully or partially capitalized pursuant to Section 3.1(a)(iii), shall be entitled to receive such portion of the Initial Merger Consideration or the Acquisition Merger Consideration, as applicable, upon receipt of an “agent’s message” by the Exchange Agent (ii) the Share Certificateor such other evidence, if any, so surrendered of transfer as the Exchange Agent may reasonably request), together with a duly completed and validly executed Letter of Transmittal (if required by the Exchange Agent in accordance with Section 3.2(b)) and such other documents as may reasonably be requested by the Exchange Agent. No interest shall forthwith be cancelled. If a paid or accrued upon the transfer of ownership of a Stockholder’s Share Certificate any share. (d) Promptly following the date that is not registered one (1) year after the Acquisition Effective Time, PubCo shall instruct the Exchange Agent to deliver to PubCo all documents in its possession relating to the transfer records of transactions contemplated hereby, and the Company is stated to have occurredExchange Agent’s duties shall terminate. Thereafter, then payment of the relevant any portion of the Applicable Per Share Shareholder Merger Consideration that remains unclaimed shall be returned to PubCo and the unclaimed PubCo Shares comprising the Shareholder Merger Consideration shall be deemed surrendered for nil consideration and held by PubCo as treasury shares upon such surrender, and any Person that was a holder of (i) Acquiror Ordinary Shares (other than any Acquiror Shares referred to in Section 3.1(a)(v), Redeeming Acquiror Shares and Dissenting Acquiror Shares) or Acquiror Warrants as of immediately prior to the Initial Merger Effective Time that has not exchanged such Acquiror Ordinary Shares or Acquiror Warrants, and Acquiror Lender under the balance of any Working Capital Loan eligible for capitalization pursuant to Section 3.1(a)(iii) as of immediately prior to the Initial Merger Effective Time to the extent such balance was not capitalized in accordance with Section 3.1(a)(iii), for an applicable portion of the Initial Merger Consideration in accordance with this Section 3.2 or (ii) Company Exchanging Ordinary Shares as of immediately prior to the Acquisition Effective Time that has not exchanged such Company Shares for an applicable portion of the Acquisition Merger Consideration in accordance with this Section 3.2, in each case prior to the date that is one (1) year after the Acquisition Effective Time, may provide evidence of former ownership of such Acquiror Shares or Company Exchanging Ordinary Shares satisfactory to PubCo and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and PubCo shall promptly transfer, such applicable portion of the Shareholder Merger Consideration without any interest thereupon. None of Acquiror, PubCo, Merger Sub 1, Merger Sub 2, the Company, the Surviving Company, the Surviving Subsidiary or the Exchange Agent shall be made liable to any Person in respect of any of the Shareholder Merger Consideration transferred to a Person other than the Person public official pursuant to and in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is properly endorsed accordance with any applicable abandoned property, escheat or otherwise is in proper form for transfersimilar Laws. If any Share Certificate such Shareholder Merger Consideration shall not have been losttransferred immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of any Governmental Authority, stolen or destroyedany such amounts shall, then upon to the making of an affidavit of that fact extent permitted by applicable Law, become the Stockholder claiming such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, Parent will issue in consideration property of the Company Common Shares represented by such lostSurviving Company, stolen free and clear of all claims or destroyed Share Certificate the Applicable Per Share Merger Consideration to which the Stockholder thereof is interest of any Person previously entitled pursuant to the express terms of this Agreement; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyed. Until surrendered as contemplated by this Section 4.3(a), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE IV. At or after the Closing, as soon as reasonably practicable after each holder of Series A Preferred Stock of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger pursuant to Section 4.1thereto.

Share Exchange Procedures. At or As promptly as practicable after the Effective Time, as soon as reasonably practicable after but in no event more than five (5) Business Days thereafter, Parent shall cause the sole Stockholder surrenders Paying Agent to Parent mail to each holder of record of a certificate or certificates that, immediately prior to the certificates evidencing such Stockholder’s Effective Time, represented outstanding shares of Company Common Shares to the extent certificated Stock (collectively, for purposes of this Section 4.3, the “Share Certificates”) for cancellation, together with a completed and executed Letter of Transmittal substantially in the form agreed whose shares were converted pursuant to between Parent and the Company (the “Letter of Transmittal”): (iSection 2.1(c) Parent shall cause to be issued to such Stockholder the Applicable Per Share Merger Consideration such Stockholder has into the right to receive in connection with the Merger pursuant Consideration: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Section 4.1 the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify); and (ii) instructions for use in effecting the Share Certificatesurrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, if anytogether with such letter of transmittal, duly completed and validly executed by the holder of such Certificate in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to Section 2.2(e) and Section 2.2(f)) multiplied by the number of shares of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable in respect of the Certificates. If a transfer of ownership of a Stockholder’s Share Certificate that is not registered in the transfer records of the Company is stated to have occurred, then payment of the relevant portion of the Applicable Per Share Merger Consideration may is to be made to an individual, corporation, limited liability company, or other entity (a Person “Person”) other than the Person in whose name the Share surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if the Share Certificate representing such shares is shall be properly endorsed or shall be otherwise is in proper form for transfertransfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate held by a holder whose Shares were converted pursuant to Section 2.1(c)) into the right to receive the Merger Consideration shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2. If any Share Certificate shall have has been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Stockholder Person claiming such Share Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond in such reasonable amount as provided Parent or the Surviving Corporation, as the case may be, may direct as indemnity against any action that may be made against it with respect to such Certificate, the Paying Agent shall issue, in the Letter of Transmittal, Parent will issue in consideration of the Company Common Shares represented by exchange for such lost, stolen or destroyed Share Certificate Certificate, the Applicable Per Share Merger Consideration to which be paid in respect of the Stockholder thereof is entitled pursuant to the express terms of this Agreement; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of Shares represented by such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyed. Until surrendered Certificates as contemplated by this Section 4.3(a), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE IV. At or after the Closing, as soon as reasonably practicable after each holder of Series A Preferred Stock of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger pursuant to Section 4.1II.

Share Exchange Procedures. (a) Prior to the Merger Closing, PubCo shall appoint Continental Stock Transfer & Trust Company (the “Exchange Agent”) to act as the agent for the purpose of issuing the Aggregate Merger Consideration to the Acquiror Shareholders and issuing the Aggregate Amalgamation Consideration (as applicable) to the Company Shareholders and holders of Company Warrants. At or after before the Merger Effective Time, PubCo shall deposit with the Exchange Agent the number of PubCo Shares, PubCo Merger Warrants and PubCo Amalgamation Warrants comprising the Aggregate Merger Consideration and the Aggregate Amalgamation Consideration. (b) If the Exchange Agent requires that, as soon as reasonably practicable after a condition to receive the sole Stockholder surrenders to Parent Aggregate Merger Consideration or the certificates evidencing such Stockholder’s Aggregate Amalgamation Consideration, any holder of Acquiror Shares or Company Common Shares deliver a letter of transmittal to the extent certificated Exchange Agent, then at or as promptly as practicable following the Merger Effective Time, PubCo shall send, or shall cause the Exchange Agent to send, to each Acquiror Shareholder or Company Shareholder (collectivelyas applicable) a letter of transmittal (which shall specify that the delivery shall be effected, for purposes and the risk of this Section 4.3loss and title shall pass, only upon proper transfer of each share to the “Share Certificates”Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as Acquiror or PubCo may reasonably specify) for cancellationuse in such exchange (each, together with a completed and executed Letter of Transmittal substantially in the form agreed to between Parent and the Company (the “Letter of Transmittal”): ). (ic) Parent shall cause to be issued to such Stockholder the Applicable Per Share Merger Consideration such Stockholder has Each holder of Acquiror Ordinary Shares or Company Shares that have been converted into the right to receive in connection with a portion of the Aggregate Merger Consideration or Aggregate Amalgamation Consideration (as applicable), pursuant to Section 4.1 and 4.1(a) or Section 4.1(b), respectively, shall be entitled to receive such portion of the Aggregate Merger Consideration or the Aggregate Amalgamation Consideration, as applicable, upon receipt of an “agent’s message” by the Exchange Agent (ii) the Share Certificateor such other evidence, if any, so surrendered of transfer as the Exchange Agent may reasonably request), together with a duly completed and validly executed Letter of Transmittal (if required by the Exchange Agent in accordance with Section 4.2(b)) and such other documents as may reasonably be requested by the Exchange Agent. No interest shall forthwith be cancelled. If a paid or accrued upon the transfer of ownership of a Stockholder’s Share Certificate any share. (d) Promptly following the date that is not registered one (1) year after the Merger Effective Time, PubCo shall instruct the Exchange Agent to deliver to PubCo all documents in its possession relating to the transfer records of transactions contemplated hereby, and the Company is stated to have occurredExchange Agent’s duties shall terminate. Thereafter, then payment of the relevant any portion of the Applicable Per Share Aggregate Merger Consideration or the Aggregate Amalgamation Consideration that remains unclaimed shall be returned to PubCo, and any Person that was a holder of (i) Acquiror Ordinary Shares as of immediately prior to the Merger Effective Time that has not exchanged such Acquiror Ordinary Shares for an applicable portion of the Aggregate Merger Consideration in accordance with this Section 4.2 or (ii) Company Shares as of immediately prior to the Amalgamation Effective Time that has not exchanged such Company Shares for an applicable portion of the Aggregate Amalgamation Consideration in accordance with this Section 4.2, in each case prior to the date that is one (1) year after the Merger Effective Time, may provide evidence of former ownership of such Acquiror Shares or Company Shares satisfactory to PubCo, and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and PubCo shall promptly deliver, such applicable portion of the Aggregate Merger Consideration or the Aggregate Amalgamation Consideration (as applicable) without any interest thereupon. None of Acquiror, PubCo, Amalgamation Sub, the Company, the Surviving Corporation, the Surviving Company or the Exchange Agent shall be made liable to any Person in respect of any of the Aggregate Merger Consideration or the Aggregate Amalgamation Consideration delivered to a Person other than the Person public official pursuant to and in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is properly endorsed accordance with any applicable abandoned property, escheat or otherwise is in proper form for transfersimilar Laws. If any Share Certificate such shares shall not have been losttransferred immediately prior to such date on which any amounts payable pursuant to this Article IV would otherwise escheat to or become the property of any Governmental Authority, stolen or destroyedany such amounts shall, then upon to the making of an affidavit of that fact extent permitted by applicable Law, become the Stockholder claiming such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, Parent will issue in consideration property of the Company Common Shares represented by such lostSurviving Corporation, stolen free and clear of all claims or destroyed Share Certificate the Applicable Per Share Merger Consideration to which the Stockholder thereof is interest of any Person previously entitled pursuant to the express terms of this Agreement; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyed. Until surrendered as contemplated by this Section 4.3(a), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE IV. At or after the Closing, as soon as reasonably practicable after each holder of Series A Preferred Stock of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger pursuant to Section 4.1thereto.

Share Exchange Procedures. At or after the Effective TimeClosing, as soon as reasonably practicable after each Company Stockholder shall surrender to the sole Stockholder surrenders to Parent Paying Agent the certificates evidencing such StockholderPerson’s Company shares of Common Shares to the extent certificated Stock and/or Preferred Stock (collectively, for purposes of this Section 4.3, the “Share Certificates”) for cancellation, together with a completed and executed Letter letter of Transmittal transmittal, in substantially in the form agreed to between Parent and the Company attached as Exhibit F hereto (the “Letter of Transmittal”): (i) Parent ), upon which the Paying Agent shall cause pay from the Payment Fund to be issued to the holder of each such Stockholder Share Certificate, in exchange therefor, the Applicable Per Share Merger Consideration amount of cash in immediately available funds which such Stockholder holder has the right to receive in connection with respect of the Merger shares of Preferred Stock or the shares of Common Stock formerly represented by such Share Certificate pursuant to Section 4.1 2.4(c), and (ii) the Share Certificate, if any, Certificate so surrendered shall forthwith be cancelled. If In the event of a transfer of ownership of a Stockholder’s Share Certificate Shares that is not registered in the transfer records of the Company is stated to have occurredCompany, then payment of the relevant portion of the Applicable Per Share Merger Consideration may be made to a Person other than the Person in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is Shares shall be properly endorsed or otherwise is be in proper form for transfer. If transfer and the Person requesting such payment shall pay any Share Certificate shall have been lost, stolen transfer or destroyed, then upon other Taxes required by reason of the making payment of an affidavit the relevant portion of that fact by the Stockholder claiming Merger Consideration to a Person other than the registered holder of such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, Parent will issue in consideration of the Company Common Shares represented by such lost, stolen or destroyed Share Certificate the Applicable Per Share Merger Consideration to which the Stockholder thereof is entitled pursuant establish to the express terms reasonable satisfaction of this Agreement; provided, however, Purchaser that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen tax has been paid or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyedis not applicable. Until surrendered as contemplated by this Section 4.3(a3.9(b), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Merger Consideration (and adjustments thereto pursuant to this Agreement) to which the holder of such Share Certificate is entitled pursuant and subject to Article II and this ARTICLE IV. At Article III, subject to the indemnification obligations set forth in Article X. In the event any Share Certificate shall have been lost, stolen or after destroyed, upon the Closingmaking of an affidavit of that fact by the Person claiming such Share Certificate to be lost, as soon as reasonably practicable after each holder of Series A Preferred Stock stolen or destroyed, the Paying Agent will issue the portion of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger (and adjustments thereto pursuant to Section 4.1this Agreement) to which such Person is entitled pursuant and subject to Article II and this Article III, in exchange for such lost, stolen or destroyed Share Certificate. Delivery of such affidavit shall be deemed delivery of a Share Certificate with respect to the relevant Shares for purposes of this Article III.

Share Exchange Procedures. At or after the Effective TimeClosing, as soon as reasonably practicable after the sole each Stockholder surrenders shall surrender to Parent Purchaser the certificates evidencing such Stockholder’s shares of Company Common Shares to the extent certificated Stock or Company Preferred Stock, as applicable, (collectively, for purposes of this Section 4.3, the “Share Certificates”) for cancellation, together with a completed and executed Letter of Transmittal substantially in the form agreed to between Parent Purchaser and the Company (the “Letter of Transmittal”): ), upon which: (i) Parent the Purchaser shall cause to be issued to the holder of each such Stockholder Share Certificate, in exchange therefor, a share certificate(s) representing the Applicable Per Share Merger Consideration such Stockholder has the right to receive in connection with respect of the Merger shares of Company Common Stock or Company Preferred Stock formerly represented by such Share Certificate pursuant to Section 4.1 and (ii) the Share Certificate, if any, Certificate so surrendered shall forthwith be cancelled. If a transfer of ownership of a Stockholder’s Share Certificate shares of Company Common Stock or Company Preferred Stock that is not registered in the transfer records of the Company is stated to have occurred, then payment of the relevant portion of the Applicable Per Share Merger Consideration may be made to a Person other than the Person in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is properly endorsed or otherwise is in proper form for transfer. If any Share Certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Preferred Stock shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Stockholder holder claiming such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, the Parent will issue in consideration of the shares of Company Common Shares Stock or Company Preferred Stock represented by such lost, stolen or destroyed Share Certificate the Applicable Per Share Merger Consideration to which the Stockholder holder thereof is entitled pursuant to the express terms of this Agreement; provided, however, that Parent Purchaser may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates or Warrant agreements, to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent Purchaser with respect to the Share certificate(s) certificates and Warrant agreements alleged to have been lost, stolen or destroyed. Until surrendered as contemplated by this Section 4.3(a4.2(a), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE Article IV. At or after the Closing, as soon as reasonably practicable after each holder of Series A Preferred Stock of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger pursuant to Section 4.1.

Share Exchange Procedures. At or As promptly as practicable after the Effective Time, as soon as Parent shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of Shares: (i) a letter of transmittal in a form reasonably practicable after the sole Stockholder surrenders acceptable to Parent and the Company and to be agreed upon prior to the Effective Time, which specifies that delivery shall be effected, and risk of loss and title to the certificates evidencing such Stockholder’s Company Common Shares (the "Share Certificates") shall pass, only upon proper delivery of the Share Certificates to the extent certificated Paying Agent; and (collectivelyii) instructions for use in effecting the surrender of the Share Certificates in exchange for the Initial Merger Consideration to which such holder is entitled pursuant to Section 2.2(a) or 2.2(b), for purposes as applicable. Upon surrender to the Paying Agent of this Section 4.3, the “a Share Certificates”) Certificate for cancellation, together with a such letter of transmittal, duly completed and validly executed Letter of Transmittal substantially in accordance with the form agreed instructions thereto, and such other documents as may be required pursuant to between Parent and the Company (the “Letter of Transmittal”): (i) such instructions, Parent shall cause the Paying Agent to be issued pay to the holder of such Stockholder Share Certificate, in exchange therefore, the Applicable Per Share Merger Consideration amount of cash in immediately available funds which such Stockholder holder has the right to receive in connection with respect of the Merger Shares formerly represented by such Share Certificate pursuant to Section 4.1 2.2(a) or 2.2(b), as applicable, and (ii) the Share Certificate, if any, Certificate so surrendered shall forthwith be cancelledcanceled. If In the event of a transfer of ownership of a Stockholder’s Share Certificate Shares that is not registered in the transfer records of the Company is stated to have occurredCompany, then payment of the relevant portion of the Applicable Per Share Initial Merger Consideration may be made to a Person other than the Person in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is Shares shall be properly endorsed or otherwise is be in proper form for transfer. If transfer and the Person requesting such payment shall pay any Share Certificate shall have been lost, stolen transfer or destroyed, then upon other taxes required by reason of the making payment of an affidavit the relevant portion of that fact by the Stockholder claiming Initial Merger Consideration to a Person other than the registered holder of such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, Parent will issue in consideration of the Company Common Shares represented by such lost, stolen or destroyed Share Certificate the Applicable Per Share Merger Consideration to which the Stockholder thereof is entitled pursuant establish to the express terms reasonable satisfaction of this Agreement; provided, however, Parent that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen tax has been paid or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyedis not applicable. Until surrendered as contemplated by this Section 4.3(a)2.3, each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Initial Merger Consideration and any Additional Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE IVArticle II. At No interest shall be paid or after the Closing, as soon as reasonably practicable after each holder will accrue on any cash payable to holders of Series A Preferred Stock of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger Certificates pursuant to Section 4.1the provisions of this Article II.

Share Exchange Procedures. (a) Prior to Closing, the Company shall appoint Continental Stock Transfer & Trust Company or such other exchange agent reasonably acceptable to the Company and SPAC (the “Exchange Agent”) to act as the agent for the purpose of exchanging (i) SPAC Ordinary Shares for a number and class of Company Shares in accordance with the Plan of Merger and this Agreement; and (ii) SPAC Warrants for a number of Company Warrants in accordance with the Plan of Merger and this Agreement. At or after before the Merger Effective Time, the Company shall deposit, or cause to be deposited with the Exchange Agent, the Merger Consideration. (b) If the Exchange Agent requires that, as soon as reasonably practicable after a condition to receive the sole Stockholder surrenders to Parent the certificates evidencing such Stockholder’s Company Common Merger Consideration, any holder of SPAC Ordinary Shares or SPAC Warrants delivers a letter of transmittal to the extent certificated (collectivelyExchange Agent, for purposes of this Section 4.3then at or as promptly as practicable following the Merger Effective Time, the “Share Certificates”Company shall send, or shall cause the Exchange Agent to send, to each SPAC Shareholder or holder of SPAC Warrant (as applicable) a letter of transmittal (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper transfer of each share or warrant to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as SPAC or the Company may reasonably specify) for cancellationuse in such exchange (each, together with a completed and executed Letter of Transmittal substantially in the form agreed to between Parent and the Company (the “Letter of Transmittal”): ). Notwithstanding any other provision of this Section 3.2, any obligation on the Company under this Agreement to issue Company Shares to (i) Parent shall cause SPAC Shareholders entitled to receive Company Shares may be issued satisfied by the Company issuing such Company Shares to DTC or to such Stockholder other clearing service or issuer of depositary receipts (or their nominees, in either case) reasonably acceptable to the Applicable Per Share Merger Consideration Company and SPAC, as may be necessary or expedient, and each such Stockholder has SPAC Shareholder shall hold such Company Shares in book-entry form or through a holding of depositary receipts and DTC or its nominee or the relevant clearing service or issuer of depositary receipts (or their nominees, as the case may be) will be the holder of record of such Company Shares. (c) Each holder of SPAC Ordinary Shares or SPAC Warrants that have been converted into the right to receive in connection with a portion of the Merger Consideration, pursuant to Section 4.1 and 3.1(a)(ii) or Section 3.1(a)(iii), respectively, shall be entitled to receive such portion of the Merger Consideration, upon receipt of an “agent’s message” by the Exchange Agent (ii) the Share Certificateor such other evidence, if any, so surrendered of transfer as the Exchange Agent may reasonably request), together with a duly completed and validly executed Letter of Transmittal (if required by the Exchange Agent in accordance with Section 3.2(b)) and such other documents as may reasonably be requested by the Exchange Agent. No interest shall forthwith be cancelled. If a paid or accrued upon the transfer of ownership of a Stockholder’s Share Certificate any share or warrant. (d) Promptly following the date that is not registered one (1) year after the Merger Effective Time, the Company shall instruct the Exchange Agent to deliver to the Company all documents in the transfer records of Exchange Agent’s possession relating to the Company is stated to have occurredTransactions, then payment of and the relevant Exchange Agent’s duties shall terminate. Thereafter, any portion of the Applicable Per Share Merger Consideration that remains unclaimed shall be returned to the Company and the unclaimed Company Shares or Company Warrants comprising the Merger Consideration shall be deemed surrendered for nil consideration and held by the Company, in the case of Company Shares, as treasury shares upon such surrender, and any Person that was a holder of SPAC Ordinary Shares (other than any Redeeming SPAC Shares and Dissenting SPAC Shares) or SPAC Warrants as of immediately prior to the Merger Effective Time that has not exchanged such SPAC Ordinary Shares or SPAC Warrants, for an applicable portion of the Merger Consideration in accordance with this Section 3.2, or prior to the date that is one (1) year after the Merger Effective Time, may provide evidence of former ownership of such SPAC Ordinary Shares or SPAC Warrants immediately prior to the Merger Effective Time that is satisfactory to the Company and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and the Company shall promptly transfer, such applicable portion of the Merger Consideration without any interest thereupon. None of SPAC, the Company, Merger Sub, MultiplAI, the Surviving Subsidiary or the Exchange Agent shall be made liable to any Person in respect of any of the Merger Consideration transferred to a Person other than the Person public official pursuant to and in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is properly endorsed accordance with any applicable abandoned property, escheat or otherwise is in proper form for transfersimilar Laws. If any Share Certificate such Merger Consideration shall not have been losttransferred immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of any Governmental Authority, stolen or destroyedany such amounts shall, then upon to the making of an affidavit of that fact extent permitted by applicable Law, become the Stockholder claiming such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, Parent will issue in consideration property of the Company Common Shares represented by such lostCompany, stolen free and clear of all Liens or destroyed Share Certificate the Applicable Per Share Merger Consideration to which the Stockholder thereof is claims or interest of any Person previously entitled pursuant to the express terms of this Agreement; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyedthereto. Until surrendered as contemplated by The obligations under this Section 4.3(a), each Share Certificate 3.2(d) shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE IV. At or after survive the Closing, as soon as reasonably practicable after each holder of Series A Preferred Stock of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger pursuant to Section 4.1.

Share Exchange Procedures. (a) Prior to the Closing, Acquiror shall appoint Continental Stock Transfer & Trust Company (the “Exchange Agent”) to act as the agent for the purpose of issuing the Exchange Consideration to each of the Company Shareholders that transfer the Company Shares. At or before the Effective Time, Acquiror shall deposit with the Exchange Agent the number of Acquiror Class A Ordinary Shares comprising the Aggregate Exchange Consideration. (b) If the Exchange Agent requires that, as a condition to receive the Exchange Consideration, any holder of Company Shares deliver a letter of transmittal to the Exchange Agent, then at or as promptly as practicable following the Effective Time, Acquiror shall send, or shall cause the Exchange Agent to send, to each Company Shareholder a letter of transmittal (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon the surrender of the Company Shareholder’s original certificates for the Company Shares to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as Acquiror may reasonably specify) for use in such exchange (each, a “Letter of Transmittal”). (c) Each holder of Company Shares that have been transferred in exchange for the right to receive a portion of the Aggregate Exchange Consideration (as applicable), pursuant to Section 3.1 shall be entitled to receive such portion of the Aggregate Exchange Consideration upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), together with a duly completed and validly executed Letter of Transmittal (if required by the Exchange Agent in accordance with Section 3.2(b)) and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the transfer of any share. (d) Promptly following the date that is one (1) year after the Effective Time, Acquiror shall instruct the Exchange Agent to deliver to Acquiror all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Aggregate Exchange Consideration that remains unclaimed shall be returned to Acquiror, and any Person that was a holder of Company Shares as soon as reasonably practicable of immediately prior to the Effective Time that has not exchanged such Company Shares for an applicable portion of the Aggregate Exchange Consideration in accordance with this Section 3.2 prior to the date that is one (1) year after the sole Stockholder surrenders Effective Time, may provide evidence of former ownership of such Company Shares satisfactory to Parent Acquiror, and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such applicable portion of the certificates evidencing Aggregate Exchange Consideration (as applicable) without any interest thereupon. None of Acquiror, the Company or the Exchange Agent shall be liable to any Person in respect of any of the Aggregate Exchange Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such Stockholder’s Company Common Shares shares shall not have been transferred immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent certificated (collectivelypermitted by applicable Law, for purposes of this Section 4.3, become the “Share Certificates”) for cancellation, together with a completed and executed Letter of Transmittal substantially in the form agreed to between Parent and the Company (the “Letter of Transmittal”): (i) Parent shall cause to be issued to such Stockholder the Applicable Per Share Merger Consideration such Stockholder has the right to receive in connection with the Merger pursuant to Section 4.1 and (ii) the Share Certificate, if any, so surrendered shall forthwith be cancelled. If a transfer of ownership of a Stockholder’s Share Certificate that is not registered in the transfer records property of the Company is stated to have occurredCompany, then payment free and clear of the relevant portion all claims or interest of the Applicable Per Share Merger Consideration may be made to a any Person other than the Person in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is properly endorsed or otherwise is in proper form for transfer. If any Share Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Stockholder claiming such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, Parent will issue in consideration of the Company Common Shares represented by such lost, stolen or destroyed Share Certificate the Applicable Per Share Merger Consideration to which the Stockholder thereof is previously entitled pursuant to the express terms of this Agreement; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyed. Until surrendered as contemplated by this Section 4.3(a), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE IV. At or after the Closing, as soon as reasonably practicable after each holder of Series A Preferred Stock of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger pursuant to Section 4.1thereto.

Share Exchange Procedures. (a) Prior to the Closing, Acquiror shall appoint Continental Stock Transfer & Trust Company (the “Exchange Agent”) to act as the agent for the purpose of issuing the Exchange Consideration to each of the Company Shareholders that transfer the Company Ordinary Shares. At or before the Effective Time, Acquiror shall deposit with the Exchange Agent the number of Acquiror Ordinary Shares comprising the Aggregate Exchange Consideration. (b) If the Exchange Agent requires that, as a condition to receive the Exchange Consideration, any holder of Company Ordinary Shares deliver a letter of transmittal to the Exchange Agent, then at or as promptly as practicable following the Effective Time, Acquiror shall send, or shall cause the Exchange Agent to send, to each Company Shareholder a letter of transmittal (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon the surrender of the Company Shareholder’s original certificates for the Company Ordinary Shares to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as Acquiror may reasonably specify) for use in such exchange (each, a “Letter of Transmittal”). (c) Each holder of Company Ordinary Shares that have been transferred in exchange for the right to receive a portion of the Aggregate Exchange Consideration (as applicable), pursuant to Section 4.1 shall be entitled to receive such portion of the Aggregate Exchange Consideration upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), together with a duly completed and validly executed Letter of Transmittal (if required by the Exchange Agent in accordance with Section 4.2(b)) and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the transfer of any share. (d) Promptly following the date that is one (1) year after the Effective Time, Acquiror shall instruct the Exchange Agent to deliver to Acquiror all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Aggregate Exchange Consideration that remains unclaimed shall be returned to Acquiror, and any Person that was a holder of Company Ordinary Shares as soon as reasonably practicable of immediately prior to the Effective Time that has not exchanged such Company Ordinary Shares for an applicable portion of the Aggregate Exchange Consideration in accordance with this Section 4.2 prior to the date that is one (1) year after the sole Stockholder surrenders Effective Time, may provide evidence of former ownership of such Company Ordinary Shares satisfactory to Parent Acquiror, and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such applicable portion of the certificates evidencing Aggregate Exchange Consideration (as applicable) without any interest thereupon. None of Acquiror, the Company or the Exchange Agent shall be liable to any Person in respect of any of the Aggregate Exchange Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such Stockholder’s Company Common Shares shares shall not have been transferred immediately prior to such date on which any amounts payable pursuant to this Article IV would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent certificated (collectivelypermitted by applicable Law, for purposes of this Section 4.3, become the “Share Certificates”) for cancellation, together with a completed and executed Letter of Transmittal substantially in the form agreed to between Parent and the Company (the “Letter of Transmittal”): (i) Parent shall cause to be issued to such Stockholder the Applicable Per Share Merger Consideration such Stockholder has the right to receive in connection with the Merger pursuant to Section 4.1 and (ii) the Share Certificate, if any, so surrendered shall forthwith be cancelled. If a transfer of ownership of a Stockholder’s Share Certificate that is not registered in the transfer records property of the Company is stated to have occurredCompany, then payment free and clear of the relevant portion all claims or interest of the Applicable Per Share Merger Consideration may be made to a any Person other than the Person in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is properly endorsed or otherwise is in proper form for transfer. If any Share Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Stockholder claiming such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, Parent will issue in consideration of the Company Common Shares represented by such lost, stolen or destroyed Share Certificate the Applicable Per Share Merger Consideration to which the Stockholder thereof is previously entitled pursuant to the express terms of this Agreement; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyed. Until surrendered as contemplated by this Section 4.3(a), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE IV. At or after the Closing, as soon as reasonably practicable after each holder of Series A Preferred Stock of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger pursuant to Section 4.1thereto.

Share Exchange Procedures. (a) Prior to the Closing, Acquiror shall appoint Continental Stock Transfer & Trust Company (the “Exchange Agent”) to act as the agent for the purpose of issuing the Exchange Consideration to each of the Company Shareholders that transfer the Company Shares. At or before the Effective Time, Acquiror shall deposit with the Exchange Agent the number of Acquiror Class A Ordinary Shares comprising the Aggregate Exchange Consideration. (b) If the Exchange Agent requires that, as a condition to receive the Exchange Consideration, any holder of Company Shares deliver a letter of transmittal to the Exchange Agent, then at or as promptly as practicable following the Effective Time, Acquiror shall send, or shall cause the Exchange Agent to send, to each Company Shareholder a letter of transmittal (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon the surrender of the Company Shareholder’s original certificates for the Company Shares to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as Acquiror may reasonably specify) for use in such exchange (each, a “Letter of Transmittal”). (c) Each holder of Company Shares that have been transferred in exchange for the right to receive a portion of the Aggregate Exchange Consideration (as applicable), pursuant to Section 4.1 shall be entitled to receive such portion of the Aggregate Exchange Consideration upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), together with a duly completed and validly executed Letter of Transmittal (if required by the Exchange Agent in accordance with Section 4.2(b)) and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the transfer of any share. (d) Promptly following the date that is one (1) year after the Effective Time, Acquiror shall instruct the Exchange Agent to deliver to Acquiror all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Aggregate Exchange Consideration that remains unclaimed shall be returned to Acquiror, and any Person that was a holder of Company Shares as soon as reasonably practicable of immediately prior to the Effective Time that has not exchanged such Company Shares for an applicable portion of the Aggregate Exchange Consideration in accordance with this Section 4.2 prior to the date that is one (1) year after the sole Stockholder surrenders Effective Time, may provide evidence of former ownership of such Company Shares satisfactory to Parent Acquiror, and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such applicable portion of the certificates evidencing Aggregate Exchange Consideration (as applicable) without any interest thereupon. None of Acquiror, the Company or the Exchange Agent shall be liable to any Person in respect of any of the Aggregate Exchange Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such Stockholder’s Company Common Shares shares shall not have been transferred immediately prior to such date on which any amounts payable pursuant to this Article IV would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent certificated (collectivelypermitted by applicable Law, for purposes of this Section 4.3, become the “Share Certificates”) for cancellation, together with a completed and executed Letter of Transmittal substantially in the form agreed to between Parent and the Company (the “Letter of Transmittal”): (i) Parent shall cause to be issued to such Stockholder the Applicable Per Share Merger Consideration such Stockholder has the right to receive in connection with the Merger pursuant to Section 4.1 and (ii) the Share Certificate, if any, so surrendered shall forthwith be cancelled. If a transfer of ownership of a Stockholder’s Share Certificate that is not registered in the transfer records property of the Company is stated to have occurredCompany, then payment free and clear of the relevant portion all claims or interest of the Applicable Per Share Merger Consideration may be made to a any Person other than the Person in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is properly endorsed or otherwise is in proper form for transfer. If any Share Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Stockholder claiming such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, Parent will issue in consideration of the Company Common Shares represented by such lost, stolen or destroyed Share Certificate the Applicable Per Share Merger Consideration to which the Stockholder thereof is previously entitled pursuant to the express terms of this Agreement; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyed. Until surrendered as contemplated by this Section 4.3(a), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE IV. At or after the Closing, as soon as reasonably practicable after each holder of Series A Preferred Stock of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger pursuant to Section 4.1thereto.

Share Exchange Procedures. At or Promptly after the Effective Time (and in any event within five (5) Business Days thereafter), the Surviving Company shall cause the Paying Agent to mail to each person who was, at the Effective Time, as soon as a registered holder of Shares (other than Excluded Shares and Dissenting Shares) entitled to receive the Per Share Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal (which shall be in customary form for a company incorporated in the Cayman Islands reasonably practicable after the sole Stockholder surrenders acceptable to Parent and the Company, and shall specify the manner in which the delivery of the Exchange Fund to registered holders of such Shares shall be effected and contain such other provisions as Parent and the Company may mutually agree); and (ii) instructions for use in effecting the surrender of any issued share certificates evidencing representing such Stockholder’s Company Common Shares to the extent certificated (collectively, for purposes of this Section 4.3, the “Share Certificates”) (or affidavits and indemnities of loss in lieu of the Share Certificates as provided in Section 2.04(e)) or non-certificated Shares represented by book entry (“Uncertificated Shares”) and/or such other documents as may be required in exchange for cancellationthe Per Share Merger Consideration. Promptly following Parent being informed that any Shares have ceased to be Dissenting Shares pursuant to Section 2.03(b), together with a completed and executed Letter of Transmittal substantially in the form agreed to between Parent and the Company (the “Letter of Transmittal”): (i) Parent shall cause the Paying Agent to mail to the applicable shareholders the documents described in the immediately preceding sentence. Upon surrender of, if applicable, a Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 2.04(e)) or Uncertificated Shares and/or such other documents as may be issued required pursuant to such Stockholder instructions to the Applicable Paying Agent in accordance with the terms of such letter of transmittal, duly executed in accordance with the instructions thereto, each registered holder of Shares represented by such Share Certificate (or affidavits and indemnities of loss in lieu of the Share Certificates as provided in Section 2.04(e)) and each registered holder of Uncertificated Shares shall be entitled to receive in exchange therefor a check, in the amount equal to (x) the number of Shares represented by such Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 2.04(e)) or the number of Uncertificated Shares multiplied by (y) the Per Share Merger Consideration such Stockholder has the right Consideration, subject to receive applicable withholding in connection accordance with the Merger pursuant to Section 4.1 2.04(k), and (ii) the any Share Certificate, if any, Certificate so surrendered shall forthwith be marked as cancelled. If a transfer of ownership of a Stockholder’s Share Certificate that is not registered in the transfer records of the Company is stated to have occurred, then payment of the relevant portion of the Applicable Per Share Merger Consideration may be made to a Person other than the Person in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is properly endorsed or otherwise is in proper form for transfer. If any Share Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Stockholder claiming such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, Parent will issue in consideration of the Company Common Shares represented by such lost, stolen or destroyed Share Certificate the Applicable Per Share Merger Consideration to which the Stockholder thereof is entitled pursuant to the express terms of this Agreement; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyed. Until surrendered as contemplated by this Section 4.3(a), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE IV. At or after the Closing, as soon as reasonably practicable after each holder of Series A Preferred Stock of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger pursuant to Section 4.1.

Share Exchange Procedures. At or after the Effective TimeClosing, as soon as reasonably practicable after each Company Stockholder shall surrender to the sole Stockholder surrenders to Parent Paying Agent the certificates evidencing such StockholderPerson’s Company shares of Common Shares to the extent certificated Stock and Preferred Stock (collectively, for purposes of this Section 4.3, the “Share Certificates”) for cancellation, together with a completed and executed Letter of Transmittal substantially in the form agreed to between Parent and the Company attached hereto as Exhibit B (the “Letter of Transmittal”): (i) Parent ), upon which the Paying Agent shall cause pay from the Payment Fund to be issued to the holder of each such Stockholder Share Certificate, in exchange therefor, the Applicable Per Share Merger Consideration amount of cash in immediately available funds which such Stockholder holder has the right to receive in connection with respect of the Merger shares of Preferred Stock or Common Stock formerly represented by such Share Certificate pursuant to Section 4.1 2.4(c), as applicable, and (ii) the Share Certificate, if any, Certificate so surrendered shall forthwith be cancelled. If In the event of a transfer of ownership of a Stockholder’s Share Certificate Shares that is not registered in the transfer records of the Company is stated to have occurredCompany, then payment of the relevant portion of the Applicable Per Share Base Merger Consideration may be made to a Person other than the Person in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is shall be properly endorsed or otherwise is be in proper form for transfertransfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the relevant portion of the Base Merger Consideration to a Person other than the registered holder of such Share Certificate or establish to the reasonable satisfaction of Purchaser that such tax has been paid or is not applicable; provided, however, that Purchaser or the Surviving Corporation, in each case, may in its discretion and as a condition to the issuance of the relevant portion of the Base Merger Consideration, require the holder who is the owner of such unregistered shares of capital stock to deliver a bond in such amount as it may reasonably direct against any claim that may be made against Purchaser or Surviving Corporation or the Paying Agent with respect to such shares. If any Share Certificate which immediately prior to the Effective Time represented outstanding shares of Common Stock or Preferred Stock shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Stockholder holder claiming such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, Parent the Surviving Corporation or the Purchaser will issue in consideration of the shares of Company Common Shares Stock or Preferred Stock represented by such lost, stolen or destroyed Share Certificate the Applicable Per Share Base Merger Consideration to which the Stockholder holder thereof is entitled pursuant to the express terms of this Agreement; provided, howeverprovided that, that Parent may, in its discretion if required by the Surviving Corporation or Purchaser and as a condition precedent to the issuance thereofof the relevant portion of the Base Merger Consideration, require such holder shall indemnify the owner Surviving Corporation or Purchaser against any claim that may be made in respect of the shares of Common Stock represented by such lost, stolen or destroyed certificates to Share Certificate and shall, upon the request of Purchaser, deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parent Purchaser, the Surviving Corporation or the Paying Agent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyedsuch shares. Until surrendered as contemplated by this Section 4.3(a3.8(b), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Base Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to Article II and this ARTICLE IVArticle III. At No interest will be paid or after the Closing, as soon as reasonably practicable after each holder of Series A Preferred Stock of will accrue on any cash payable to the Company has delivered to Parent a completed and executed Letter Securityholders on account of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred their Share Merger Consideration that such holder has the right to receive in connection with the Merger pursuant to Section 4.1Certificates under Article II or this Article III.