Common use of Surrender and Exchange of Certificates Clause in Contracts

Surrender and Exchange of Certificates. (a) No later than two business days prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent“), and from and after the Effective Time, Parent shall deposit or cause the Surviving Company to deposit with the Paying Agent cash in amounts and at the times necessary for the payment of the merger consideration as provided in Section 3.1 upon surrender of certificates formerly evidencing Shares in the manner provided in Section 3.2. Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent). (b) Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced outstanding Shares (the “Company Certificates“) whose shares were converted into the right to receive the Offer Price pursuant to Section 3.1 (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Offer Price. Upon surrender of Company Certificates for cancellation to the Paying Agent, together with a duly executed letter of transmittal and such other documents as the Paying Agent shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor the Offer Price for each Share formerly evidenced thereby, in accordance with Section 3.1(a), and the Company Certificates so surrendered shall be canceled. Until surrendered as provided in this Section 3.2, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Offer Price for each Share evidenced thereby. No interest will be paid or accrue on any amounts payable upon surrender of any Company Certificate. (c) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to Parent all cash and any documents in its possession relating to the transactions described in this Agreement, and the Paying Agent’s duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Company or Parent and (subject to applicable abandoned property, escheat or other similar laws) receive in exchange therefor the Offer Price, payable upon due surrender of their Company Certificates without any interest thereon.

Surrender and Exchange of Certificates. (ai) No later than two business days prior Prior to the Effective Time, Parent the Bank and the Corporation shall designate a bank or trust company reasonably acceptable to the Company transfer agent for the Corporation Stock to act as paying agent for the holders of the Bank Stock in connection with the Merger Share Exchange (the “Paying Exchange Agent“”), and from and after . At the Effective Time, Parent the Corporation shall deposit or cause instruct the Surviving Company Exchange Agent to deposit with issue an aggregate number of shares of Corporation Stock equal to the Paying Agent cash in amounts number of shares into which the outstanding shares of Bank Stock shall have been converted and at the times necessary for the payment of the merger consideration exchanged as provided in Section 3.1 upon surrender of certificates formerly evidencing Shares in above, and the manner provided in Section 3.2. Funds made available Bank shall issue and deliver to the Paying Agent shall be invested by Corporation one certificate representing the Paying Agent aggregate number of shares of Bank Stock as directed by Parent (it being understood that any and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent). (b) Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that were outstanding immediately prior to the Effective Time evidenced outstanding Shares and which shall have been converted into and exchanged for shares of Corporation Stock. (ii) As promptly as practicable after the “Company Certificates“) Effective Time, the Bank and the Corporation shall cause to be mailed to each of the Bank’s record holders, as of the Effective Time, whose shares of Bank Stock were converted into the right to receive the Offer Price and exchanged for Corporation Stock pursuant to Section 3.1 (i) Paragraph 1.2(a), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates a Bank Certificate shall pass, only upon actual proper delivery of the Company Certificates Bank Certificate to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent the Bank and the Corporation may reasonably specify, ) and (ii) instructions for use in effecting the surrender of the Company Bank Certificates in exchange for the Offer PriceCorporation Certificates. Upon surrender of Company Certificates a Bank Certificate for cancellation to the Paying Exchange Agent, together with a duly executed such letter of transmittal duly executed and such other documents as completed in accordance with the Paying Agent shall reasonably requireinstructions thereto, the holder of the Bank Certificate shall receive promptly in exchange therefor a Corporation Certificate evidencing the number of shares of Corporation Stock into and for which his or her Bank Stock has been converted and exchanged, and the Bank Certificate shall forthwith be canceled. Subject to subparagraph 1.2(f) below, no certificate for any shares of Corporation Stock shall be delivered to any shareholder of the Bank unless and until the shareholder shall have surrendered to the Exchange Agent the Bank Certificate(s) formerly representing his or her shares of Bank Stock. Further, until such Company Certificates Bank Certificate(s) are so surrendered, no dividend or other distribution payable to holders of record of Corporation Stock as of any date subsequent to the Effective Time shall be required to be delivered to the holder of such Bank Certificate(s); provided, that, upon surrender of such Bank Certificate(s), the holder hereof shall be entitled to receive in exchange therefor the Offer Price for each Share formerly evidenced thereby, in accordance with Section 3.1(a), and the Company Certificates so surrendered shall be canceled. Until surrendered as provided in this Section 3.2, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Offer Price for each Share evidenced thereby. No interest will be paid or accrue on any amounts payable upon surrender amount of any Company Certificate. (c) Promptly following the date such dividends or distributions which is six months after the Effective Time, the Paying Agent shall deliver to Parent all cash and any documents in its possession relating have accrued but remain unpaid with respect to the transactions described in this Agreement, and the Paying Agent’s duties shall terminate. Thereafter, each holder shares of a Company Certificate may surrender Corporation Stock represented by such Company Certificate to the Surviving Company or Parent and (subject to applicable abandoned property, escheat or other similar laws) receive in exchange therefor the Offer Price, payable upon due surrender of their Company Certificates without any interest thereonBank Certificate(s).

Surrender and Exchange of Certificates. (a) No later than two business days prior Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent“”). Parent agrees to deposit, and from and after the Effective Time, Parent shall deposit or cause one or more of its subsidiaries, which may include the Surviving Company Corporation, to deposit deposit, with the Paying Agent cash in amounts necessary from time to time, as and at when needed, to make the times necessary for the payment of the merger consideration as provided in Section 3.1 upon surrender of certificates formerly evidencing Shares in the manner provided in Section 3.2payments pursuant to Sections 3.1(a) and 3.6 on a timely basis. Funds made available to The funds so deposited with the Paying Agent shall be invested held by the Paying Agent as directed and applied by Parent (it being understood that any in accordance with this Section 3.3 and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent)Section 3.6. (b) Promptly after As soon as practicable following the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced represented outstanding Shares shares of Company Common Stock (the “Company Certificates“) ”), whose shares were converted into the right to receive the Offer Common Stock Price pursuant to Section 3.1 3.1(a), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent reasonably may reasonably specify), and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Offer Common Stock Price. Upon surrender of Company Certificates for cancellation delivery to the Paying AgentAgent of a Company Certificate, together with a duly executed letter of transmittal and such other documents specified in the instructions for use referred to above as the Paying Agent reasonably shall reasonably require, the holder of such Company Certificates shall be entitled promptly to receive in exchange therefor the Offer Common Stock Price for each Share share of Company Common Stock formerly evidenced represented thereby, in accordance with Section 3.1(a), and the Company Certificates so surrendered shall be canceled. If a transfer of ownership of shares of Company Common Stock has occurred but has not been registered in the transfer records of the Company, a check representing the proper amount of Common Stock Price may be issued to the transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Paying Agent accompanied by all documents and endorsements required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as provided in this Section 3.23.3, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Offer Common Stock Price for each Share evidenced share of Company Common Stock represented thereby. No interest will be paid or accrue on any amounts payable upon surrender of any Company Certificate. (c) Promptly following the date which that is six months one year after the Effective Time, the Paying Agent shall deliver to Parent all cash and any documents in its possession relating to the transactions described in this Agreement, and the Paying Agent’s duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Company Corporation or Parent and (subject to applicable abandoned property, escheat or other similar lawsLaws) receive in exchange therefor the Offer Common Stock Price, payable upon due surrender of their the Company Certificates Certificate without any interest thereon. Notwithstanding the foregoing, none of the Paying Agent, Parent, Subsidiary, the Company or the Surviving Corporation shall be liable to a holder of shares of Company Common Stock for any amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Laws. If any Company Certificate shall not have been surrendered prior to two years after the Effective Time (or immediately prior to such earlier date on which any Common Stock Price for each share of Company Common Stock represented thereby would otherwise escheat to or become the property of any Governmental Authority), the Common Stock Price represented thereby shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. (d) If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Company Certificate the Common Stock Price deliverable in respect thereof determined in accordance with this Article III; provided, however, that Parent or the Paying Agent may, in its discretion, require the delivery of a reasonable indemnity or bond against any claim that may be made against the Surviving Corporation with respect to such Company Certificate or ownership thereof.

Surrender and Exchange of Certificates. (a) No later than two Within five (5) business days after the Effective Time, CCCI shall cause to be sent to each Person who, immediately prior to the Effective Time, Parent shall designate was a bank or trust company reasonably acceptable holder of record of TelaLink Common Stock, transmittal materials and instructions for surrendering certificates for TelaLink Common Stock ("Old Certificates") in exchange for a certificate representing the number of whole shares of CCCI Common Stock to the Company to act as paying agent in the Merger (the “Paying Agent“), and from and after the Effective Time, Parent shall deposit or cause the Surviving Company to deposit with the Paying Agent cash in amounts and at the times necessary for the payment of the merger consideration as provided in which such Person is entitled under Section 3.1 upon surrender of certificates formerly evidencing Shares in the manner provided in Section 3.2. Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent)2.2. (b) Promptly after No certificates for fractional shares of CCCI Common Stock shall be issued in connection with the Effective TimeMerger nor shall CCCI be required to issue scrip or pay cash in lieu of fractional interests, Parent it being the intent of the parties that all fractional interests shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior be eliminated by rounding any fraction up to the Effective Time evidenced outstanding Shares (the “Company Certificates“) whose nearest whole number of shares were converted into the right to receive the Offer Price pursuant to Section 3.1 (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Offer Price. Upon surrender of Company Certificates for cancellation to the Paying Agent, together with a duly executed letter of transmittal and such other documents as the Paying Agent shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor the Offer Price for each Share formerly evidenced thereby, in accordance with Section 3.1(a), and the Company Certificates so surrendered shall be canceled. Until surrendered as provided in this Section 3.2, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Offer Price for each Share evidenced thereby. No interest will be paid or accrue on any amounts payable upon surrender of any Company CertificateCommon Stock. (c) Promptly following If the record date which is six months of any dividend on CCCI Common Stock occurs after the Effective Time, the Paying Agent dividend declaration shall deliver to Parent include dividends on all cash and any documents in its possession relating to the transactions described in whole shares of CCCI Common Stock into which shares of TelaLink Common Stock have been converted under this Agreement, and the Paying Agent’s duties shall terminate. Thereafter, each but no former holder of TelaLink Common Stock shall be entitled to receive payment of any such dividend until surrender of the shareholder's TelaLink Certificate shall have been effected in accordance with the instructions furnished by CCCI. Upon surrender for exchange of a Company shareholder's TelaLink Certificate, such shareholder shall be entitled to receive from CCCI an amount equal to all such dividends (without interest thereon and less the amount of any taxes, if any, which may have been imposed or paid thereon) declared, and for which the payment date has occurred, on the whole shares of CCCI Common Stock into which the shares represented by such TelaLink Certificates have been converted. (d) After the execution of the Agreement, and until the Effective Time, there shall be no transfer on the stock transfer books of TelaLink of shares of TelaLink Common Stock, except as among existing TelaLink shareholders. If a TelaLink Certificate may surrender such Company Certificate to is presented for transfer after the Surviving Company or Parent Effective Time, it shall be canceled and (subject to applicable abandoned property, escheat or other similar laws) receive a certificate representing whole shares of CCCI Common Stock shall be issued in exchange therefor as provided herein. (e) In the Offer Priceevent that any TelaLink Certificate has not been surrendered for exchange in accordance with this Section on or before the second anniversary of the Effective Time, payable CCCI may at any time thereafter, with or without notice to the holder of record of such TelaLink Certificate, sell for the account of such holder any or all of the shares of CCCI Common Stock which such holder is entitled to receive under Section 2.2 hereof (the "Unclaimed Shares"). Any such sale may be made by public or private sale in such manner and at such times as Newco shall determine. If, in the opinion of counsel for Newco, it is necessary or desirable, any Unclaimed Shares may be registered for sale under the Securities Act of 1933, as amended (the "Securities Act") and applicable state laws. (f) In the event that any TelaLink Certificate shall have been lost, stolen or destroyed, upon due surrender the making of their Company Certificates without an affidavit of that fact by the Person claiming such TelaLink Certificate to be lost, stolen or destroyed and, if required by CCCI, the posting by such Person of a bond, in such amount as CCCI may direct, as indemnity against any interest thereonclaim that may be made against it with respect to such Certificate, CCCI will issue in exchange for such lost, stolen or destroyed TelaLink Certificate the shares of CCCI Common Stock into which such TelaLink Certificate has been converted pursuant to this Agreement.

Surrender and Exchange of Certificates. (a) No later than two business days prior Prior to the Effective Time, Parent Buyer and the Stockholders’ Representative shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent“), and from and after the Effective Time, Parent shall deposit or cause the Surviving Company to deposit with the Paying Agent cash in amounts and at the times necessary for the payment of the merger consideration as provided in Section 3.1 upon surrender of certificates formerly evidencing Shares in the manner provided in Section 3.2. Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent)Merger. (b) Promptly after At least five Business Days prior to the Effective Time, Parent the Company shall cause the Paying Agent to mail be mailed to each holder of record of a certificate or certificates (the “Certificates”) that immediately prior to represented as of the Effective Time evidenced outstanding Shares (the “shares of Company Certificates“) whose shares were converted into the right Capital Stock to receive the Offer Price be exchanged pursuant to Section 3.1 (i) 2.06, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent Buyer may reasonably specify, including acknowledgement of the provisions of Article XII) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for payment of the Offer PriceClosing Merger Consideration therefor. Upon surrender of Company Certificates for cancellation a Certificate to the Paying Agent, together with a duly executed such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, at the Paying Agent shall reasonably requireEffective Time, the holder of such Company Certificates Certificate shall be entitled to receive in exchange therefor payment of the Offer Price for each Applicable Preferred Per Share formerly evidenced therebyCash Consideration and/or the Common Per Share Closing Cash Consideration which such holder has the right to receive pursuant to Section 2.06, in accordance with Section 3.1(a)after giving effect to any required withholdings, and the Company Certificates Certificate so surrendered shall forthwith be canceled. Until surrendered as provided in this Section 3.2, each Company If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be deemed at lost, stolen or destroyed and, if required by the Buyer, the posting by such person of a bond in such reasonable amount as the Buyer may direct as indemnity against any time claim that may be made against it with respect to any Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the applicable Preferred Per Share Cash Consideration or the Common Per Share Closing Cash Consideration. As soon as practicable after the Effective Time on the Closing Date, and subject to represent only and in accordance with the right provisions of Article XII, Buyer shall pay to receive upon such surrender the Offer Price Escrow Agent (as defined in Article XII) for deposit into the Escrow Fund in respect of each share of Company Capital Stock held by a stockholder at the Effective Time, and for each Share evidenced thereby. No interest will be paid or accrue on any amounts payable upon surrender of any Company Certificatethe Vested Options, the Escrow Fund. (c) Promptly At or after the Effective Time, to the extent wire transfer instructions have been provided to the Paying Agent by a holder of shares of Company Capital Stock and such holder of shares of Company Capital Stock has provided the Paying Agent its Certificate or Certificates together with a letter of transmittal, properly completed and duly executed, the Paying Agent shall promptly thereafter wire transfer funds to such holder of shares of Company Capital Stock equal to the aggregate Applicable Preferred Per Share Cash Consideration and/or Common Per Share Closing Cash Consideration that such holder of shares of Company Capital Stock has the right to receive less the amounts payable into an escrow fund pursuant to the requirements of Article XII and Section 2.12(d) (the “Escrow Fund”) (collectively, the “Closing Payments”). At Closing, Buyer shall remit to the Paying Agent cash in amounts necessary to pay holders of shares of the Company Capital Stock (other than shares of Company Capital Stock to be canceled in accordance with Section 2.08 and Dissenting Shares) (the “Closing Merger Consideration Escrow Fund”) the amounts due to them as aforesaid. The Escrow Fund shall be released pursuant to the terms of Article XII and the Escrow Agreement. At any time following the date which is six months after the Effective Time, all cash deposited with or made available to the Paying Agent shall deliver for the Closing Merger Consideration Escrow Fund pursuant to Parent all cash and any documents in its possession relating this Section 2.12(c), which remains undistributed to the transactions described in this Agreementholders of the Certificates representing shares of Company Capital Stock, shall be delivered to Buyer upon demand, and the Paying Agent’s duties thereafter such holders of unexchanged shares of Company Capital Stock shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate be entitled to the Surviving Company or Parent and look only to Buyer (subject to applicable abandoned property, escheat or other similar laws) receive in exchange therefor only as general creditors thereof with respect to the Offer Price, payable Closing Merger Consideration for payment upon due surrender of their Certificates. (d) The portion of the Escrow Amount to be allocable to each stockholder and optionholder shall equal the Escrow Amount multiplied by such stockholder’s or optionholder’s relative percentage of the Closing Merger Consideration. The “Total Escrow Amount” shall equal ten percent (10%) of the Applicable Preferred Per Share Cash Consideration and/or Common Per Share Closing Cash Consideration otherwise payable to holders of Company Certificates without any Capital Stock and Vested Options. The Total Escrow Amount, together with interest thereon.and income on such amounts, shall constitute the full amount of the Escrow Fund. [Confidential Treatment Requested—]

Surrender and Exchange of Certificates. (a) No later than two business days prior Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “"Paying Agent“"), and from and after prior to the Effective Time, Parent shall deposit ------------ deposit, or cause the Surviving Company Corporation to deposit with the Paying Agent Agent, cash in amounts and at the times amount necessary for the payment of the aggregate merger consideration as provided in Section 3.1 4.1 upon surrender of certificates formerly evidencing Shares representing shares of Company Common Stock in the manner provided in Section 3.24.3(b). Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent). (b) Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced represented outstanding Shares shares of Company Common Stock (the “"Company Certificates“") whose shares were converted -------------------- into the right to receive the Offer Common Stock Price pursuant to Section 3.1 4.1 (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Offer Common Stock Price. Upon surrender of Company Certificates for cancellation to the Paying Agent, together with a duly executed letter of transmittal and such other documents as the Paying Agent shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor the Offer Common Stock Price for each Share share of Company Common Stock formerly evidenced represented thereby, in accordance with Section 3.1(a4.1(a), and the Company Certificates so surrendered shall be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a check representing the proper amount of merger consideration may be issued to a transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Paying Agent accompanied by all documents and endorsements required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as provided in this Section 3.24.3, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Offer Common Stock Price for each Share evidenced share of Company Common Stock represented thereby. No interest will be paid or accrue on any amounts payable upon surrender of any Company Certificate. (c) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to Parent all cash and any documents in its possession relating to the transactions described in this Agreement, and the Paying Agent’s 's duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Company Corporation or Parent and (subject to applicable abandoned property, escheat or other similar laws) receive in exchange therefor the Offer Common Stock Price, payable upon due surrender of their Company Certificates without any interest thereon. Notwithstanding the foregoing, none of the Paying Agent, Parent, Subsidiary, the Company or the Surviving Corporation shall be liable to a holder of shares of Company Common Stock for any amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or other similar laws. (d) If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Company Certificate the Common Stock Price deliverable in respect thereof determined in accordance with this Article IV; provided, however, that Parent or the Paying Agent may, in its discretion, require the delivery of a reasonable indemnity or bond against any claim that may be made against the Surviving Corporation with respect to such Company Certificate or ownership thereof.

Surrender and Exchange of Certificates. (a) No later than two business days prior Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent“”), and from and after at or prior to the Effective Time, Time Parent shall deposit or cause the Surviving Company to deposit with the Paying Agent cash in an amount equal to the aggregate amounts payable under Sections 3.1(a) and 3.6 (such amount to include the funds previously subject to the Escrow Agreement, which shall be released to the Paying Agent at the times necessary for the payment of the merger consideration as provided in Section 3.1 upon surrender of certificates formerly evidencing Shares in the manner provided in Section 3.2Effective Time). Funds made available to The funds so deposited with the Paying Agent shall be invested held by the Paying Agent as directed and applied by Parent (it being understood that any in accordance with this Section 3.3 and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent)Section 3.6. (b) Promptly after Not later than the first business day following the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced represented outstanding Shares shares of Company Common Stock (the “"Company Certificates“) ”), whose shares were converted into the right to receive the Offer Common Stock Price pursuant to Section 3.1 3.1(a), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent reasonably may reasonably specify), and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Offer Common Stock Price. Upon surrender of Company Certificates for cancellation delivery to the Paying AgentAgent of a Company Certificate, together with a duly executed letter of transmittal and such other documents specified in the instructions for use referred to above as the Paying Agent reasonably shall reasonably require, the holder of such Company Certificates shall be entitled promptly to receive in exchange therefor the Offer Common Stock Price for each Share share of Company Common Stock formerly evidenced represented thereby, in accordance with Section 3.1(a), and the Company Certificates so surrendered shall be canceled. If a transfer of ownership of shares of Company Common Stock has occurred but has not been registered in the transfer records of the Company, a check representing the aggregate Common Stock Price applicable to those shares may be issued to the transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Paying Agent accompanied by all documents and endorsements required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as provided in this Section 3.23.3, each Company Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Offer Common Stock Price for each Share evidenced share of Company Common Stock represented thereby. No interest will be paid or accrue on any amounts payable upon surrender of any Company Certificate. (c) Promptly following the date which that is six months one year after the Effective Time, the Paying Agent shall deliver to Parent all cash and any documents in its possession relating to the transactions described in this Agreement, and the Paying Agent’s duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Company Entity or Parent and (subject to applicable abandoned property, escheat or other similar laws) receive in exchange therefor the Offer Common Stock Price, payable upon due surrender of their the Company Certificates Certificate without any interest thereon. Notwithstanding the foregoing, none of the Paying Agent, Parent, Subsidiary, the Company or the Surviving Entity shall be liable to a holder of shares of Company Common Stock for any amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or other similar laws. (d) If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Company Certificate the Common Stock Price deliverable in respect thereof determined in accordance with this Article III; provided, however, that Parent or the Paying Agent may, in its discretion, require the delivery of a reasonable indemnity or bond against any claim that may be made against the Surviving Entity with respect to such Company Certificate or ownership thereof.

Surrender and Exchange of Certificates. (a) No later than two business days prior to Promptly following the Effective Time, Parent shall designate a bank or trust company reasonably acceptable send to each record holder of Company Common Stock immediately prior to the Effective Time a Letter of Confirmation for use in exchange of Company to act as paying agent in Common Stock for the Merger Consideration; provided, that Parent shall have no obligation to send a Letter of Confirmation in accordance with this Section 1.6(a) if, following the Effective Time, Parent determines, in its sole discretion, to accept Stock Certificates representing Company Common Stock in exchange for the Merger Consideration without receiving a duly executed Letter of Confirmation from the Company Stockholders. (b) Upon delivery to Parent by a Company Stockholder of (i) the “Paying Agent“)Stock Certificates representing all of the Company Common Stock held by such Company Stockholder or, (ii) if required by Parent, a duly completed and validly countersigned Letter of Confirmation, which Letter of Confirmation shall specify that by such execution and delivery, the Stock Certificates representing all of the Company Common Stock held by such Company Stockholder shall be deemed surrendered to Parent, each such Company Stockholder shall be entitled to receive the Merger Consideration applicable to the number of shares of Company Common Stock formerly represented by such Stock Certificates. Until Stock Certificates representing Company Common Stock are surrendered to Parent or, if required by Parent, the countersigned Letter of Confirmation is returned to Parent and the Stock Certificates representing such Company Stockholder’s shares of Company Common Stock are so deemed surrendered, each Stock Certificate shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration in respect thereof. (c) All consideration paid upon the deemed surrender of Stock Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Stock Certificate, from and after the Effective Time, Parent shall deposit or cause the Surviving Company to deposit with the Paying Agent cash in amounts and at the times necessary for the payment of the merger consideration as provided in Section 3.1 upon surrender of certificates formerly evidencing Shares in the manner provided in Section 3.2. Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent). (bd) Promptly after If any Stock Certificate shall have been lost, stolen or destroyed, upon the Effective Timemaking of an affidavit of that fact by the Company Stockholder claiming such Stock Certificate to be lost, stolen or destroyed (such making of an affidavit, if applicable, to be deemed delivery of such Person’s Stock Certificate for purposes of this Article 1), and, if required by Parent, a reasonable and customary indemnity against any claim that may be made against the Surviving Corporation or Parent in respect of such Stock Certificate, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced outstanding Shares (the “Company Certificates“) whose shares were converted into the right to receive the Offer Price pursuant to Section 3.1 (i) a letter of transmittal which shall specify that delivery shall be effectedwill issue, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for such lost, stolen or destroyed Stock Certificate, the Offer Price. Upon surrender Merger Consideration to be issued in respect of the shares of Company Certificates for cancellation to the Paying Agent, together with a duly executed letter of transmittal and Common Stock formerly represented by such other documents Stock Certificate as the Paying Agent shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor the Offer Price for each Share formerly evidenced thereby, in accordance with Section 3.1(a), and the Company Certificates so surrendered shall be canceled. Until surrendered as provided in contemplated under this Section 3.2, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Offer Price for each Share evidenced thereby. No interest will be paid or accrue on any amounts payable upon surrender of any Company CertificateArticle 1. (ce) Promptly following the date which is six months after the Effective Time, the Paying Agent Parent shall deliver not be liable to Parent all cash and any documents in its possession relating to the transactions described in this Agreement, and the Paying Agent’s duties shall terminate. Thereafter, each holder of shares of Company Common Stock for any consideration paid to a Company Certificate may surrender such Company Certificate to the Surviving Company or Parent and (subject Governmental Authority pursuant to applicable abandoned property, escheat or other similar lawsLaws. (f) receive Notwithstanding anything to the contrary contained herein, from the Effective Time, regardless of whether a Company Stockholder has surrendered his, her or its Stock Certificates and received the Merger Consideration in exchange therefor accordance with the Offer Priceterms hereof, payable upon due surrender no Company Stockholder shall be considered for any purpose after the Effective Time a stockholder of their the Company Certificates without any interest thereonand shall only be considered a stockholder of Parent.

Surrender and Exchange of Certificates. (a) No later than two business days prior Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “"Paying Agent“"), and from and after the Effective Time, Time Parent shall deposit or cause the Surviving Company to deposit be deposited with the Paying Agent cash in amounts and at the times necessary for the payment of the merger consideration as provided in Section 3.1 upon surrender of certificates formerly evidencing Shares in the manner provided in Section 3.2. Funds made available an amount equal to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any aggregate amounts payable under Sections 3.1(a) and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent)3.5. (b) Promptly As soon as reasonably practicable after the Effective TimeTime but in no event later than five (5) business days after the date thereof, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Company Common Stock (each an "Effective Time evidenced outstanding Shares (the “Company Certificates“Date Holder") whose shares were converted into the right to receive the Offer Price pursuant to Section 3.1 <PAGE> 3 (ia) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Offer Price. Upon surrender of Company Certificates for cancellation to the Paying Agent, together with a duly executed letter of transmittal and such other documents as the Paying Agent shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor the Offer Price for each Share formerly evidenced thereby, in accordance with Section 3.1(a), and the Company Certificates so surrendered shall be canceled. If a transfer of ownership of Company Common Stock has occurred but has not been registered in the transfer records of the Company, a check representing the proper amount of Common Stock Consideration may be issued to the transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Paying Agent accompanied by all documents and endorsements required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as provided in this Section 3.23.3, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Offer Price Common Stock Consideration for each Share evidenced share of Company Common Stock represented thereby. No interest will be paid or accrue on any amounts payable upon surrender of any Company Certificate. (c) Promptly following the date which that is six twelve months after the Effective Time, the Paying Agent shall deliver to Parent all cash and any documents in its possession or control relating to the transactions described in this Agreement, and the Paying Agent’s 's duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Company Corporation or Parent and (subject to applicable abandoned property, escheat or other similar laws) receive in exchange therefor the Offer PriceCommon Stock Consideration, payable upon due surrender of their the Company Certificates Certificate without any interest thereon. (d) If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Company Certificate the Common Stock Consideration deliverable in respect thereof determined in accordance with this Article III; provided, however, that Parent or the Paying Agent may, in its discretion, require the delivery of an indemnity or bond in customary amount against any claim that may be made against the Surviving Corporation with respect to such Company Certificate or ownership thereof. (e) The Paying Agent shall invest any funds held by it for purposes of this Section 3.3 as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. To the extent that there are losses with respect to any such investments, Parent shall be responsible to ensure that the Paying Agent has access to funds sufficient to make any required payments under this Article III promptly when due. (f) None of Parent, Subsidiary, the Company, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Company Certificates shall not have been surrendered prior to two years after the Effective Time (or immediately prior to such earlier date on which any of the Common Stock Consideration would otherwise escheat or become the property of any federal, state, local, municipal or foreign government, whether national, regional or local, any instrumentality, subdivision, court, self-regulatory organization, administrative agency or commission or other authority <PAGE> 4 thereof, or any quasi-governmental or private body exercising any regulatory, taxing or other governmental or quasi-governmental authority (any of the foregoing, a "Governmental Authority"), any amounts payable in respect thereof shall, to the extent permitted by law, become the property of the Surviving Corporation, free and clear of all claims or interest on any person previously entitled thereto.

Surrender and Exchange of Certificates. As soon as practicable after the Effective Time of the Merger, and after surrender to an agent appointed and compensated by Oriole (athe "Exchange Agent") No later than two business days of any certificate which prior to the Effective TimeTime of the Merger shall have represented any of the shares of Company Common Stock, Parent Oriole shall designate a bank or trust company reasonably acceptable cause to be distributed to the Company to act as paying agent person in whose name such certificate is registered a check representing the Merger (the “Paying Agent“), and from and after the Effective Time, Parent shall deposit or cause the Surviving Company Consideration determined pursuant to deposit with the Paying Agent cash in amounts and at the times necessary for the payment of the merger consideration Section 2.1(b) above. Until surrendered as provided in Section 3.1 upon surrender of certificates formerly evidencing Shares in the manner provided in Section 3.2. Funds made available to the Paying Agent shall be invested contemplated by the Paying Agent as directed by Parent (it being understood that any and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent). (b) Promptly after the Effective Timepreceding sentence, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time evidenced outstanding Shares (the “Company Certificates“) whose shares were converted into the right to receive the Offer Price pursuant to Section 3.1 (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and Merger shall be in such form and have such other provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender represented any of the Company Certificates in exchange for the Offer Price. Upon surrender shares of Company Certificates for cancellation to the Paying Agent, together with a duly executed letter of transmittal and such other documents as the Paying Agent shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor the Offer Price for each Share formerly evidenced thereby, in accordance with Section 3.1(a), and the Company Certificates so surrendered shall be canceled. Until surrendered as provided in this Section 3.2, each Company Certificate Common Stock shall be deemed at any time and after the Effective Time of the Merger to represent only the right to receive upon the Merger Consideration (without interest) into which such surrender shares shall have been converted hereunder. If any payment is to be made to a Person other than the Offer Price for each Share evidenced thereby. No interest Person in whose name the certificate surrendered in exchange therefor is registered, it will be paid a condition of the payment thereof that the certificate so surrendered will be properly endorsed and accompanied by all documents required by Oriole and the Exchange Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate shall have been lost, stolen or accrue destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by the Surviving Company, the posting by such Person of a bond in such reasonable amount as the Surviving Company may direct as indemnity against any claim that may be made against it with respect to such certificate, Oriole and the Surviving Company will cause to be issued in exchange for such lost, stolen or destroyed certificate the Merger Consideration (without interest) and unpaid dividends and distributions on shares of Company Common Stock deliverable in respect thereof, pursuant to this Agreement. Neither WEC nor Oriole or the Surviving Company shall be liable to any amounts payable upon surrender Person in respect of any shares of Company Certificate. Common Stock (cor dividends or distributions with respect thereto) Promptly following the date which is six months in each case delivered to a public official pursuant to any applicable abandoned property escheat or similar law. If any certificate shall not have been surrendered prior to five years after the Effective TimeTime of the Merger (or immediately prior to such earlier date on which any Merger Consideration, the Paying Agent shall deliver to Parent all any cash and any documents in its possession relating payable to the transactions described in this Agreement, and the Paying Agent’s duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate certificate pursuant to this Article II or any dividends or distributions payable to the holder of such certificate would otherwise escheat to or become the property of any Governmental Authority) any such Merger Consideration or cash, dividends or distributions in respect of such certificate shall, to the extent permitted by applicable law, become the property of the Surviving Company Company, free and clear of all claims or Parent and (subject to applicable abandoned property, escheat or other similar laws) receive in exchange therefor the Offer Price, payable upon due surrender interest of their Company Certificates without any interest thereonPerson previously entitled thereto.

Surrender and Exchange of Certificates. (a) No later than two business days prior Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent“"PAYING AGENT"), and from and after prior to the Effective Time, Parent shall deposit deposit, or cause the Surviving Company Corporation to deposit with the Paying Agent Agent, cash in amounts and at the times amount necessary for the payment of the aggregate merger consideration as provided in Section 3.1 4.1 upon surrender of certificates formerly evidencing Shares representing shares of Company Common Stock in the manner provided in Section 3.24.3(b). Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent). (b) Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced represented outstanding Shares shares of Company Common Stock (the “Company Certificates“"COMPANY CERTIFICATES") whose shares were converted into the right to receive the Offer Common Stock Price pursuant to Section 3.1 4.1 (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Offer Common Stock Price. Upon surrender of Company Certificates for cancellation to the Paying Agent, together with a duly executed letter of transmittal and such other documents as the Paying Agent shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor the Offer Common Stock Price for each Share share of Company Common Stock formerly evidenced represented thereby, in accordance with Section 3.1(a4.1(a), and the Company Certificates so surrendered shall be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a check representing the proper amount of merger consideration may be issued to a transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Paying Agent accompanied by all documents and endorsements reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as provided in this Section 3.24.3, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Offer Common Stock Price for each Share evidenced share of Company Common Stock represented thereby. No interest will be paid or accrue on any amounts payable upon surrender of any Company Certificate. (c) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to Parent all cash and any documents in its possession relating to the transactions described in this Agreement, and the Paying Agent’s 's duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Company Corporation or Parent and (subject to applicable abandoned property, escheat or other similar laws) receive in exchange therefor the Offer Common Stock Price, payable upon due surrender of their Company Certificates without any interest thereon.. Notwithstanding the foregoing, none of the Paying Agent, Parent, Subsidiary, the Company or the Surviving Corporation shall be liable to a holder of shares of Company Common Stock for any

Surrender and Exchange of Certificates. (a) No later than two business days prior Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “"Paying Agent“"), and from and after at the Effective Time, Parent shall deposit with the Paying Agent, or cause the Surviving Company Corporation to deposit with the Paying Agent Agent, cash in an amount equal to the aggregate amounts payable under Sections 3.1(a) and at the times necessary for the payment of the merger consideration as provided in Section 3.1 upon surrender of certificates formerly evidencing Shares in the manner provided in Section 3.2. Funds made available to 3.6 (a) The funds so deposited with the Paying Agent shall be invested held by the Paying Agent as directed and applied by Parent (it being understood that any in accordance with this Section 3.3 and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to ParentSection 3.6(a). (b) Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced represented outstanding Shares shares of Company Common Stock (the “"Company Certificates“) "), whose shares were converted into the right to receive the Offer Common Stock Price pursuant to Section 3.1 3.1(a), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent reasonably may reasonably specify), and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Offer Common Stock Price. Upon surrender of Company Certificates for cancellation delivery to the Paying AgentAgent of a Company Certificate, together with a duly executed letter of transmittal and such other documents specified in the instructions for use referred to above as the Paying Agent reasonably shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor the Offer Common Stock Price for each Share share of Company Common Stock formerly evidenced represented thereby, in accordance with Section 3.1(a), and the Company Certificates so surrendered shall be canceled. If a transfer of ownership of shares of Company Common Stock has occurred but has not been registered in the transfer records of the Company, a check representing the proper amount of Common Stock Price may be issued to the transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Paying Agent accompanied by all documents and endorsements required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as provided in this Section 3.23.3, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Offer Common Stock Price for each Share evidenced share of Company Common Stock represented thereby. No interest will be paid or accrue on any amounts payable upon surrender of any Company Certificate. (c) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to Parent all cash and any documents in its possession relating to the transactions described in this Agreement, and the Paying Agent’s 's duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Company Corporation or Parent, together with such other documents specified in the instructions referred to above in Section 3.3(b) as Parent reasonably shall require, and (subject to applicable abandoned property, escheat or other similar laws) receive in exchange therefor the Offer Common Stock Price, payable upon due surrender of their the Company Certificates Certificate without any interest thereon. Notwithstanding the foregoing, none of the Paying Agent, Parent, Subsidiary, the Company or the Surviving Corporation shall be liable to a holder of shares of Company Common Stock for any amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or other similar laws. (d) If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Company Certificate the Common Stock Price deliverable in respect thereof determined in accordance with this Article III; provided, however, that Parent or the Paying Agent may, in its discretion, require the delivery of a reasonable indemnity or bond against any claim that may be made against the Surviving Corporation with respect to the Company Common Stock represented by such Company Certificate or ownership thereof.

Surrender and Exchange of Certificates. (a) No later than two business days prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent“), and from and after the Effective Time, Parent shall deposit or cause the Surviving Company to deposit with the Paying Agent cash in amounts and at the times necessary for the payment of the merger consideration as provided in Section 3.1 upon surrender of certificates formerly evidencing Shares in the manner provided in Section 3.2. Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent). (b) Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record Time and upon (a) surrender of a certificate or certificates representing Company Common Stock that were outstanding immediately prior to the Effective Time or an affidavit and indemnification in form reasonably acceptable to counsel for Parent stating that such Stockholder has lost its certificate or certificates or that such have been destroyed and (b) delivery of a Letter of Transmittal (as described in Article IV hereof), Parent shall issue to each record holder of Company Common Stock surrendering such certificate, certificates or affidavit and Letter of Transmittal, a certificate or certificates registered in the name of such Stockholder representing the number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Sections 1.06(a)(ii) hereof. Until the certificate, certificates or affidavit is or are surrendered together with the Letter of Transmittal as contemplated by this Section 1.08 and Article IV hereof, each certificate or affidavit that immediately prior to the Effective Time evidenced represented any outstanding Shares (the “Company Certificates“) whose shares were converted into the right to receive the Offer Price pursuant to Section 3.1 (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Offer Price. Upon surrender of Company Certificates for cancellation to the Paying Agent, together with a duly executed letter of transmittal and such other documents as the Paying Agent shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor the Offer Price for each Share formerly evidenced thereby, in accordance with Section 3.1(a), and the Company Certificates so surrendered shall be canceled. Until surrendered as provided in this Section 3.2, each Company Certificate Common Stock shall be deemed at any time and after the Effective Time to represent only the right to receive upon surrender as aforesaid the Parent Common Stock specified in Schedule 1.06(a)(ii) for the holder thereof or to perfect any rights of appraisal that such surrender holder may have pursuant to the Offer Price for each Share evidenced thereby. No interest will be paid or accrue on any amounts payable upon surrender applicable provisions of any Company Certificatethe CRS. (cb) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to Parent all cash and any documents in its possession relating Notwithstanding anything to the transactions described contrary contained in this Agreement, Parent shall set aside 3,500,000 shares of the Parent Common Stock as set forth on Exhibit F (the “Share Holdback”) that would otherwise be issued to the parties identified on Exhibit F (the “Principal Stockholders”) as Merger consideration, to cover certain claims, indebtedness and liabilities of the Company (the “Unresolved Claims”). The certificates representing the Share Holdback shall be issued in book-entry form by the transfer agent. As requested, the Principal Stockholders shall deliver medallion guaranteed stock powers to the transfer agent for the shares. The distribution of the Share Holdback shall be administered by a committee of the Board of Directors of the Parent consisting of solely directors with no affiliation with the Shareholders or interest in the Holdback Shares (the “Committee”). The Share Holdback shall be held to satisfy Unresolved Claims for a period of twenty four (24) months following the Closing Date. The shares shall be disbursed by the Committee to certain third parties from the Share Holdback, from time to time, as Unresolved Claims are resolved. The Parent and the Paying Agent’s duties Committee shall terminate. Thereafter, each holder act in good faith and cooperate fully so as to resolve the Unresolved Claims and to instruct the Committee regarding the disbursement of a Company Certificate may surrender such Company Certificate the shares that remain subject to the Surviving Company or Parent and Share Holdback. Upon the twenty fourth (subject 24th) month anniversary of the Closing Date, any remaining shares of the Share Holdback shall be released to applicable abandoned property, escheat or other similar laws) receive in exchange therefor the Offer Price, payable upon due surrender of their Company Certificates without any interest thereonPrincipal Stockholders.

Surrender and Exchange of Certificates. (a) No later than two business days prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent“), and from and after the Effective Time, Parent shall deposit or cause the Surviving Company to deposit with the Paying Agent cash in amounts and at the times necessary for the payment of the merger consideration as provided in Section 3.1 upon surrender of certificates formerly evidencing Shares in the manner provided in Section 3.2. Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent). (b) Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record Time and upon (a) surrender of a certificate or certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time or an affidavit and indemnification in form reasonably acceptable to counsel for Parent stating that such Stockholder has lost its certificate or certificates or that such have been destroyed or upon receipt by the Parent of a list of Stockholders for whom shares of Company Common Stock held were un-certificated and (b) delivery of a Letter of Transmittal (as described in Article IV hereof), Parent shall issue to each record holder of Company Common Stock surrendering such certificate, certificates or affidavit, Letter of Transmittal, a certificate or certificates registered in the name of such Stockholder representing the number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Sections 1.06(a)(ii) hereof. Until the certificate, certificates, affidavit or certified list of Stockholders is or are surrendered together with the Letter of Transmittal as contemplated by this Section 1.07 and Article IV hereof, each certificate or affidavit that immediately prior to the Effective Time evidenced represented any outstanding Shares (the “Company Certificates“) whose shares were converted into the right to receive the Offer Price pursuant to Section 3.1 (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Offer Price. Upon surrender of Company Certificates for cancellation to the Paying Agent, together with a duly executed letter of transmittal and such other documents as the Paying Agent shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor the Offer Price for each Share formerly evidenced thereby, in accordance with Section 3.1(a), and the Company Certificates so surrendered shall be canceled. Until surrendered as provided in this Section 3.2, each Company Certificate Common Stock shall be deemed at any time and after the Effective Time to represent only the right to receive upon surrender as aforesaid the Parent Common Stock specified in Schedule 1.06(a)(ii) for the holder thereof or to perfect any rights of appraisal that such surrender holder may have pursuant to the Offer Price for each Share evidenced therebyapplicable provisions of the DGCL. No interest will be paid or accrue on any amounts payable Additionally, promptly after the Effective Time and upon surrender of any certificates evidencing the Company Certificate. (c) Promptly following Warrants and the date which is six months after Company Options outstanding immediately prior to the Effective Time, the Paying Agent Parent shall deliver to the applicable holders of Company Warrants and/or Company Options, the Parent all cash and any documents in its possession relating to the transactions described in this Agreement, Warrants and the Paying Agent’s duties shall terminate. ThereafterParent Options, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Company or Parent and (subject to applicable abandoned property, escheat or other similar laws) receive in exchange therefor the Offer Price, payable upon due surrender of their Company Certificates without any interest thereonrespectively.

Surrender and Exchange of Certificates. (a) No later than two business days prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent“”), and from and after the Effective Time, Parent shall deposit or cause the Surviving Company to deposit with the Paying Agent cash in amounts and at the times necessary for the payment of the merger consideration as provided in Section 3.1 upon surrender of certificates formerly evidencing Shares in the manner provided in Section 3.2. Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any and all interest or income earned on funds deposited with the Paying Agent pursuant to this Agreement shall be turned over to Parent). (b) Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced outstanding Shares (the “Company Certificates“”) whose shares were converted into the right to receive the Offer Price pursuant to Section 3.1 (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Offer Price. Upon surrender of Company Certificates for cancellation to the Paying Agent, together with a duly executed letter of transmittal and such other documents as the Paying Agent shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor the Offer Price for each Share formerly evidenced thereby, in accordance with Section 3.1(a), and the Company Certificates so surrendered shall be canceled. Until surrendered as provided in this Section 3.2, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Offer Price for each Share evidenced thereby. No interest will be paid or accrue on any amounts payable upon surrender of any Company Certificate. (c) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to Parent all cash and any documents in its possession relating to the transactions described in this Agreement, and the Paying Agent’s duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Company or Parent and (subject to applicable abandoned property, escheat or other similar laws) receive in exchange therefor the Offer Price, payable upon due surrender of their Company Certificates without any interest thereon.