Common use of Surrender Procedures Clause in Contracts

Surrender Procedures. (i) As soon as reasonably practicable after the Effective Time, but no later than two (2) business days thereafter, Parent shall instruct the Paying Agent to mail to each Company Stockholder other than Company Guaranty Shareholder (i) a letter of transmittal in CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. substantially the form attached hereto as Exhibit K (“Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of certificate(s) formerly representing all of the shares of Company Stock held by such Company Stockholder in exchange for such Company Stockholder’s Stockholder Merger Payment (as defined below). The payment of the appropriate Stockholder Merger Payment to any Company Stockholder listed in Section 2.2(a)(iii) of the Company Disclosure Schedule is conditioned upon the due execution and delivery of such Letter of Transmittal. After the Effective Time, within five (5) business days after receipt by the Paying Agent of certificate(s), properly endorsed or otherwise in proper form for transfer, formerly representing all the shares of Company Stock held by any Company Stockholder for cancellation, together with such duly executed Letter of Transmittal, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to such Company Stockholder an amount equal to such Company Stockholder’s aggregate Merger Consideration, as set forth in Section 2.2(a)(iii) of the Company Disclosure Schedule (other than any Earn-Out Payment), less such Company Stockholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.2(a)(iii) of the Company Disclosure Schedule (such amount, with respect to each such Company Stockholder, being the “Stockholder Merger Payment”), but without interest, and the certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Stockholder Merger Payment is to be made to a Person other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (A) shall have paid any Transfer Taxes and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation that such Taxes have been paid, or (B) shall have established to the satisfaction of the Surviving Corporation that such Taxes are not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 2.6(b), each certificate formerly representing shares of Company Stock (other than the Company Guaranty Shares) shall be deemed to represent for all purposes only the right to receive the applicable Merger Consideration, if any, in respect of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided herein.

Surrender Procedures. (i) As soon as reasonably practicable On or after the Effective TimeClosing Date, but no later than two (2) business days thereafter, Parent the Surviving Corporation shall instruct the Paying Agent to mail to each Company Stockholder other than Company Guaranty Shareholder (i) a letter of transmittal substantially in CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. substantially the form attached hereto as Exhibit K agreed upon by Parent, the Representative and the Company (“Letter of Transmittal”) ), which shall include, among other things, the agreement of the surrendering Company Shareholders to the appointment of the Representative, the indemnification of the Representative, the payment of expenses of the Representative pursuant to the terms of this Agreement and a release of claims as set forth in Section 15 of this Agreement and (ii) instructions for use in effecting the surrender of certificate(s) formerly representing all of the shares of Company Stock held by such Company Stockholder Shareholder in exchange for such Company StockholderShareholder’s Stockholder pro rata portion of the Closing Merger Payment (as defined below)Consideration and the right to receive future payment of any Earn-out Amount and Holdback Amount. The payment of the appropriate Stockholder Closing Merger Payment Consideration and any future Earn-out Amount and Holdback Amount with respect to any Company Stockholder listed in Section 2.2(a)(iii) of the Company Disclosure Schedule each such certificate is conditioned upon (A) the due execution and delivery of such the Letter of Transmittal, (B) a representation by the Company Shareholder that such Company Shareholder owns all right, title and interest to all shares of Company Stock registered in the name of such Company Shareholder and (C) the delivery of such certificates related thereto (or an affidavit of loss with respect to such certificates). After the Effective Time, within five (5) business days As soon as practicable after receipt by the Paying Agent Parent of such certificate(s), properly endorsed or otherwise in proper form for transfer, formerly representing all the shares of Company Stock held by any Company Stockholder for cancellationcancellation (or affidavit, as applicable), together with such duly executed Letter of Transmittal, the Paying Agent Parent shall, in exchange therefor and in reliance on the representations and warranties hereintherefor, pay to such Company Stockholder an amount equal to such Company Stockholder’s aggregate Shareholder the Closing Merger Consideration, as set forth Consideration payable in Section 2.2(a)(iii) respect of the shares of Company Disclosure Schedule (other than any Earn-Out Payment), less such Company Stockholder’s Aggregate Allocable Portion of Stock formerly represented by the Escrow Amount, as set forth certificate(s) surrendered in Section 2.2(a)(iii) of accordance with the Company Disclosure Schedule (such amount, with respect to each such Company Stockholder, being the “Stockholder Merger Payment”)Closing Allocation Schedule, but without interestany interest earned thereon, and the certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Stockholder Merger Payment is to be made to a Person other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (A) shall have paid any Transfer Taxes and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation that such Taxes have been paid, or (B) shall have established to the satisfaction of the Surviving Corporation that such Taxes are not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 2.6(b), each certificate formerly representing shares of Company Stock (other than the Company Guaranty Shares) shall be deemed to represent for all purposes only the right to receive the applicable Merger Consideration, if any, in respect of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided herein.

Surrender Procedures. (i) As soon The Company shall cause its Secretary (or such Secretary’s designee), as reasonably practicable after the holder of all certificates formerly representing Unvested Common Shares, to deliver such certificates to the Parent at the Effective Time. On or prior to the Effective Time, but no later than two (2) business days thereafter, Parent the Company shall instruct the Paying Agent to mail to each Company Stockholder other than Company Guaranty Shareholder (iA) a letter of transmittal in CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. substantially the form attached hereto as Exhibit K (“Letter of Transmittal”) and (iiB) instructions for use in effecting the surrender of certificate(s) formerly representing all of the shares of Company Stock (other than Unvested Common Shares) held by such Company Stockholder in exchange for such Company Stockholder’s Stockholder Merger the Stock Closing Payment (as defined in Section 3.4 below)) and the right to receive future payment of any Earn-Out Consideration. The payment of the appropriate Stockholder Merger Stock Closing Payment and future Earn-Out Consideration with respect to any Company Stockholder listed in Section 2.2(a)(iii) of the Company Disclosure Schedule each such certificate is conditioned upon (1) the due execution and delivery of such Letter transmittal letter and (2) the delivery of Transmittalsuch certificates related thereto (or an affidavit of loss with respect to such certificates). After the Effective Time, within five (5) business days As soon as practicable after receipt by the Paying Agent of such certificate(s), properly endorsed or otherwise in proper form for transfer, formerly representing all the shares of Company Stock held by any Company Stockholder for cancellationcancellation (or affidavit, as applicable), together with such duly executed Letter letter of Transmittaltransmittal, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties hereintherefor, pay to such Company Stockholder an amount equal to such Company Stockholder’s aggregate Merger Consideration, as set forth the Stock Closing Payment payable in Section 2.2(a)(iii) respect of the shares of Company Disclosure Schedule Stock (other than any Earn-Out Payment), less such Company Stockholder’s Aggregate Allocable Portion of Unvested Common Shares) formerly represented by the Escrow Amount, as set forth in Section 2.2(a)(iiicertificate(s) of the Company Disclosure Schedule (such amount, with respect to each such Company Stockholder, being the “Stockholder Merger Payment”)surrendered, but without interestany interest earned thereon, and the certificate(s) so surrendered shall forthwith be canceled; provided, however, that the allocable portion of the Stock Closing Payment attributable to the Unvested Common Shares shall not be payable to the holder of such shares and shall be held in escrow by the Paying Agent until the Stock Closing Payment with respect to those shares has vested pursuant to the applicable Restricted Stock Purchase Agreement in accordance with the schedule thereof and incorporated in the Securityholder Schedule and the disbursement agreement between Parent and the Paying Agent, provided, further, that, at any time prior to the Expiration Date, upon the vesting of such Unvested Common Shares and the payment of such allocable portion of the Stock Closing Payment, the allocable portion of the Escrow Amount attributable to such Unvested Common Shares previously being held in escrow by the Paying Agent shall be paid to the Escrow Agent to be held in escrow pursuant to the terms of Section 2.7. If payment of any portion of the applicable Stockholder Merger Stock Closing Payment is to be made to a Person person, firm, entity, partnership, association or any business organization or division thereof (each a “Person”) other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (A) shall have paid any Transfer Taxes transfer and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation Parent that such Taxes have Tax has been paid, or (B) shall have established to the satisfaction of the Surviving Corporation Parent that such Taxes are Tax is not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 2.6(b2.8(a), each certificate formerly representing shares of Company Stock (other than the Company Guaranty Shares) shall be deemed to represent for all purposes only the right to receive the applicable Merger Considerationportion of the Total Equity Consideration as provided pursuant to Section 2.2(a) hereof, if any, in respect of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided herein.

Surrender Procedures. Within five (i5) As soon as reasonably practicable days after the Effective Time, but no later than two (2) business days thereafter, the Parent shall instruct the Paying Agent cause to mail be mailed to each record holder, as of the Effective Time, of certificates representing outstanding shares of Company Stockholder Common Stock (“Company Certificates”) or shares of Company Common Stock represented by book-entry (“Company Book-Entry Shares”) (in each case, other than Company Guaranty Shareholder Excluded Shares), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Company Certificates shall pass, only upon proper delivery of Company Certificates to the Paying Agent or, in CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. substantially the form attached hereto as Exhibit K (“Letter case of Transmittal”Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (ii) instructions for use in effecting the surrender of certificate(s) formerly representing all of Company Certificates or, in the shares case of Company Stock held by Book-Entry Shares, the surrender of such Company Stockholder in exchange shares for such Company Stockholder’s Stockholder Merger Payment (as defined below). The payment of the appropriate Stockholder Merger Payment to any Company Stockholder listed in Section 2.2(a)(iii) of the Company Disclosure Schedule is conditioned upon the due execution and delivery of such Letter of TransmittalPer Share Consideration therefor. After the Effective Time, within five (5upon surrender in accordance with this Section 1.8(b) business days after receipt by to the Paying Agent of certificate(s), properly endorsed Company Certificates or otherwise in proper form for transfer, formerly representing all the shares of Company Stock held by any Company Stockholder for cancellationBook-Entry Shares, together with such letter of transmittal, duly completed and validly executed Letter of Transmittalin accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the Paying Agent shall, shall promptly deliver to the holder of such Company Certificates or Company Book-Entry Shares in exchange therefor therefor, the Per Share Consideration to be received by the holder thereof pursuant to this Agreement. The Paying Agent shall accept Company Certificates and Company Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in reliance accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the representations and warranties hereinrecords of the Company or its transfer agent of shares of Company Common Stock and, pay if Company Certificates or Company Book-Entry Shares are presented to such the Company Stockholder an amount equal to such Company Stockholder’s aggregate Merger Considerationfor transfer, as they shall be canceled against delivery of the Per Share Consideration in accordance with the procedures set forth in this Section 2.2(a)(iii) of the Company Disclosure Schedule (other than any Earn-Out Payment), less such Company Stockholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.2(a)(iii) of the Company Disclosure Schedule (such amount, with respect to each such Company Stockholder, being the “Stockholder Merger Payment”), but without interest, and the certificate(s) so surrendered shall forthwith be canceled1.8. If payment of any portion of the applicable Stockholder Merger Payment Per Share Consideration is to be made to issued in a Person name other than the Person that in whose name the which a Company Certificate surrendered certificate(s) are for exchange or Company Book-Entry Share is registered, it shall be a condition of payment such exchange that either (i) such Company Certificate shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or such Company Book-Entry Share shall be properly transferred, and (ii) the Person requesting such exchange or payment (A) shall have paid pay to the Company or its transfer agent or as otherwise directed any Transfer Taxes and transfer or other Taxes required by reason of the payment of those amounts to the Per Share Consideration in a Person name other than that of the registered holder of the certificate(s) surrenderedCompany Certificate surrendered or such Company Book-Entry Share, and shall have established or establish to the satisfaction of the Surviving Corporation Parent that such Taxes have Tax has been paid, paid or (B) shall have established to the satisfaction of the Surviving Corporation that such Taxes are is not applicable. From and after the Effective Time, until Until surrendered as contemplated by this Section 2.6(b1.8(b), each certificate formerly representing shares of Company Stock (other than the Certificate and each Company Guaranty Shares) Book-Entry Share shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable Merger ConsiderationPer Share Consideration as contemplated by Section 1.7, if any, in respect of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided hereinabove.

Surrender Procedures. (i) As soon as reasonably practicable after the Effective Time, but no later than two (2) business days thereafter, Parent shall instruct the Paying Agent to mail to each Company Stockholder other than Company Guaranty Shareholder (i) a letter of transmittal in CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. substantially the form attached hereto as Exhibit K (“Letter of Transmittal”) previously agreed between Parent and Company and (ii) instructions for use in effecting the surrender of certificate(s) formerly representing all of the shares of Company Stock held by such Company Stockholder in exchange for such Company Stockholder’s Stockholder Merger Payment (as defined below). The payment of the appropriate Stockholder Merger Payment to any Company Stockholder listed in Section 2.2(a)(iii) of the Company Disclosure Schedule is conditioned upon the due execution and delivery of such Letter letter of Transmittaltransmittal. After the Effective Time, within five (5) business days after receipt by the Paying Agent of certificate(s), properly endorsed or otherwise in proper form for transfer, formerly representing all the shares of Company Stock held by any Company Stockholder for cancellation, together with such duly executed Letter letter of Transmittaltransmittal, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to such Company Stockholder an amount equal to such Company Stockholder’s aggregate Merger Consideration, as set forth in Section 2.2(a)(iii) of the Company Disclosure Schedule (other than any Earn-Out Payment)Schedule, less such Company Stockholder’s Aggregate Allocable Portion of the Escrow CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. Amount, as set forth in Section 2.2(a)(iii) of the Company Disclosure Schedule (such amount, with respect to each such Company Stockholder, being the “Stockholder Merger Payment”), but without interest, and the certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Stockholder Merger Payment is to be made to a Person other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (A) shall have paid any Transfer Taxes and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation that such Taxes have been paid, or (B) shall have established to the satisfaction of the Surviving Corporation that such Taxes are not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 2.6(b2.7(b), each certificate formerly representing shares of Company Stock (other than the Company Guaranty Shares) shall be deemed to represent for all purposes only the right to receive the applicable Merger Consideration, if any, in respect of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided herein.

Surrender Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time, but no later than two (2) business days thereafter, Parent shall instruct the Paying Agent to mail to each Company Stockholder (other than Company Guaranty Shareholder (iRollover Stockholders) and each Warrantholder as of the Effective Time a letter of transmittal in CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS a form to be mutually agreed upon by Parent and the Company, which letter of transmittal shall require the Company Investor to acknowledge both the Representative Acknowledgment and Section 10.02(f) of this Agreement (*) DENOTE SUCH OMISSIONS. substantially the form attached hereto as Exhibit K (“Letter of Transmittal”) ), other than such Stockholders and (ii) instructions for use in effecting the surrender Warrantholders that received a Letter of certificate(s) formerly representing all of the shares of Company Stock held by such Company Stockholder in exchange for such Company Stockholder’s Stockholder Merger Payment (as defined below)Transmittal prior to Closing. The payment of the appropriate Stockholder Merger Payment Paying Agent shall be instructed to any Company Stockholder listed in Section 2.2(a)(iii) of keep both Parent and the Company Disclosure Schedule is conditioned upon informed on a reasonably current basis of which Company Investors have tendered the due execution and delivery of such Letter of Transmittalforegoing documents in acceptable form. After At the Effective Time, within five (5) business days after receipt by the Paying Agent shall pay (by check or, if wire instructions are provided and the payment to such Company Investor is in excess of $1,000,000, by wire transfer) to each Company Investor who has delivered to the Paying Agent prior to the Effective Time such duly executed and countersigned Letter of Transmittal and certificate(s), ) properly endorsed or otherwise in proper form for transfer, formerly representing all the shares of Company Stock held for cancellation (or such other documentation as may be contemplated by any Company Stockholder for cancellation, together with such duly executed Letter of TransmittalSection 2.10(c)), the Merger Consideration payable in respect of the applicable Company Shares and/or Warrants pursuant to Section 2.06 and/or 2.09, without interest. The Paying Agent shall, shall similarly pay the Merger Consideration in exchange therefor and in reliance on the representations and warranties herein, pay to such Company Stockholder an amount equal to such Company Stockholder’s aggregate Merger Consideration, as set forth in Section 2.2(a)(iii) respect of the Company Disclosure Schedule (other than any Earn-Out Payment), less Shares and/or Warrants of Company Investors tendering such Company Stockholder’s Aggregate Allocable Portion latter of the Escrow Amount, as set forth in Section 2.2(a)(iiiTransmittal and certificate(s) of the Company Disclosure Schedule (such amount, with respect to each such Company Stockholder, being the “Stockholder Merger Payment”)promptly, but without interest, and in no event more than 20 days after the certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Stockholder Merger Payment is to be made to a Person other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (A) shall have paid any Transfer Taxes and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation that such Taxes have been paid, or (B) shall have established to the satisfaction of the Surviving Corporation that such Taxes are not applicablePaying Agent’s receipt thereof. From and after the Effective Time, until surrendered as contemplated by this Section 2.6(b2.10(b), each certificate formerly representing shares of one or more Company Stock (other than the Company Guaranty Shares) Shares or Warrants shall be deemed to represent for all purposes only the right to receive the applicable Merger Consideration, if any, Consideration in respect of such shares of Company Stock Shares or Warrants formerly represented thereby in accordance with the terms hereof and in the manner provided herein.

Surrender Procedures. (i) As soon as reasonably practicable after On or prior to the Effective Time, but no later than two (2) business days thereafter, Parent the Company shall instruct the Paying Agent to mail to each Company Stockholder other than Company Guaranty Shareholder (iA) a letter of transmittal substantially in CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. substantially the form attached agreed upon by Parent, the Representative and the Company, which shall contain all covenants, conditions and restrictions made applicable to the shares of Parent Common Stock to be issued under this Agreement or any of the exhibits hereto as Exhibit K (including those contained in Sections 14 and 15 of this Agreement) and the Company Stockholder recipient’s receipt of such shares under this Agreement or any of the exhibits hereto (“Letter of Transmittal”) ), which shall include, among other things, the agreement of the surrendering Company Stockholders to the appointment of the Representative, the indemnification of the Representative, the payment of expenses of the Representative pursuant to the terms of this Agreement and a release of claims as set forth in Section 16 of this Agreement and (iiB) instructions for use in effecting the surrender of certificate(s) formerly representing all of the shares of Company Stock held by such Company Stockholder in exchange for such Company Stockholder’s Stockholder Merger the Stock Closing Payment (as defined below)and the right to receive future payment of any Earn-Out Consideration. The payment of the appropriate Stockholder Merger Stock Closing Payment and future Earn-Out Consideration with respect to any Company Stockholder listed in Section 2.2(a)(iii) of the Company Disclosure Schedule each such certificate is conditioned upon (1) the due execution and delivery of such the Letter of Transmittal, (2) a representation by the Company Stockholder that such Company Stockholder owns all right, title and interest to all shares of Company Stock registered in the name of such Company Stockholder and (3) the delivery of such certificates related thereto (or an affidavit of loss with respect to such certificates). After the Effective Time, within five (5) business days As soon as practicable after receipt by the Paying Agent of such certificate(s), properly endorsed or otherwise in proper form for transfer, formerly representing all the shares of Company Stock held by any Company Stockholder for cancellationcancellation (or affidavit, as applicable), together with such duly executed Letter of Transmittal, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties hereintherefor, pay to such Company Stockholder an amount equal to such Company Stockholder’s aggregate Merger Consideration, as set forth the Stock Closing Payment payable in Section 2.2(a)(iii) respect of the shares of Company Disclosure Schedule (other than any Earn-Out Payment), less such Company Stockholder’s Aggregate Allocable Portion of Stock formerly represented by the Escrow Amount, as set forth in Section 2.2(a)(iiicertificate(s) of the Company Disclosure Schedule (such amount, with respect to each such Company Stockholder, being the “Stockholder Merger Payment”)surrendered, but without interestany interest earned thereon, and the certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Stockholder Merger Stock Closing Payment is to be made to a Person person, firm, entity, partnership, association or any business organization or division thereof (each a “Person”) other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (A) shall have paid any Transfer Taxes transfer and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation Parent that such Taxes have Tax has been paid, or (B) shall have established to the satisfaction of the Surviving Corporation Parent that such Taxes are Tax is not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 2.6(b2.8(b), each certificate formerly representing shares of Company Stock (other than the Company Guaranty any Dissenting Shares) shall be deemed to represent for all purposes only the right to receive the applicable portion of the Merger ConsiderationConsideration and Earn-Out Consideration as provided pursuant to Section 2.1(a) hereof, if any, in respect of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided herein. In connection with the surrender of the certificates representing shares of Company stock each Company Stockholder will be required to acknowledge that all the shares of Parent Common Stock issued in exchange therefor will be subject to the Lock-Up Restrictions.

Surrender Procedures. (i) As soon as reasonably practicable after On or prior to the Effective Time, but no later than two (2) business days thereafter, Parent the Company shall instruct the Paying Agent to mail to each Company Stockholder other than Company Guaranty Shareholder (iA) a letter of transmittal in CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. substantially the form attached previously agreed upon by Parent and the Company, which shall contain all covenants, conditions and restrictions made applicable to the shares of Parent Common Stock to be issued under this Agreement or any of the exhibits hereto as Exhibit K (including those contained in Sections 14 and 15 of this Agreement) and the Company Stockholder recipient’s receipt of such shares under this Agreement or any of the exhibits hereto (“Letter of Transmittal”) ), which shall include, among other things, the agreement of the surrendering Company Stockholders to the appointment of the Representative, the indemnification of the Representative and a release of claims as set forth in Section 16 of this Agreement and (iiB) instructions for use in effecting the surrender of certificate(s) formerly representing all of the shares of Company Stock held by such Company Stockholder in exchange for such Company Stockholder’s Stockholder Merger Payment (as defined below)the Closing Consideration and the right to receive future payment of any Escrow Consideration and Representative Fund Consideration. The payment of the appropriate Stockholder Merger Payment Closing Consideration and future Escrow Consideration and Representative Fund Consideration with respect to any Company Stockholder listed in Section 2.2(a)(iii) of the Company Disclosure Schedule each such certificate is conditioned upon (1) the due execution and delivery of such the Letter of Transmittal, (2) a representation by the Company Stockholder that such Company Stockholder owns all right, title and interest to all shares of Company Stock registered in the name of such Company Stockholder and (3) the delivery of such certificates related thereto (or an affidavit of loss with respect to such certificates). After the Effective Time, within five (5) business days As soon as practicable after receipt by the Paying Exchange Agent of such certificate(s), properly endorsed or otherwise in proper form for transfer, formerly representing all the shares of Company Stock held by any Company Stockholder for cancellationcancellation (or affidavit, as applicable), together with such duly executed Letter of Transmittal, the Paying Exchange Agent shall, in exchange therefor and in reliance on the representations and warranties hereintherefor, pay to such Company Stockholder an amount equal to such Company Stockholder’s aggregate Merger Consideration, as set forth the Closing Consideration payable in Section 2.2(a)(iii) respect of the shares of Company Disclosure Schedule (other than any Earn-Out Payment), less such Company Stockholder’s Aggregate Allocable Portion of Stock formerly represented by the Escrow Amount, as set forth in Section 2.2(a)(iiicertificate(s) of the Company Disclosure Schedule (such amount, with respect to each such Company Stockholder, being the “Stockholder Merger Payment”)surrendered, but without interestany interest earned thereon, and the certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Stockholder Merger Payment Closing Consideration is to be made to a Person person, firm, entity, partnership, association or any business organization or division thereof (each a “Person”) other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (A) shall have paid any Transfer Taxes transfer and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the reasonable satisfaction of the Surviving Corporation Parent that such Taxes have been paid, or (B) shall have established to the satisfaction of the Surviving Corporation Parent that no such Taxes are not Tax is applicable. From and after the Effective Time, until surrendered as contemplated by this Section 2.6(b2.8(b), each certificate formerly representing shares of Company Stock (other than the Company Guaranty any Dissenting Shares) shall be deemed to represent for all purposes only the right to receive the applicable Merger portion of the Closing Consideration, Escrow Consideration and Representative Fund Consideration as provided pursuant to Section 2.1(a) hereof, if any, in respect of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided herein. In connection with the surrender of the certificates representing shares of Company stock each Company Stockholder will be required to acknowledge that all the shares of Parent Common Stock issued in exchange therefor will be subject to the Transfer Restrictions.

Surrender Procedures. (i) As soon as reasonably practicable after the Effective Time, but no later than two five (25) business days Business Days thereafter, Parent shall instruct the Paying Agent Payments Administrator to mail deliver to each Company Stockholder other than Company Guaranty Shareholder as of the Effective Time (i) a letter of transmittal in CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. substantially the form attached hereto as Exhibit K (“Company Stockholder Letter of Transmittal”) Transmittal and (ii) instructions for use in effecting the surrender of certificate(s) formerly representing all of the shares of Company Stock held by such Company Stockholder. The payment to a Company Stockholder in exchange for such Company Stockholder’s Stockholder Merger of the Stock Closing Payment (as defined belowless the applicable portion of Stockholder Debt of the Company Stockholder to be netted therefrom) with respect to each share of Company Stock underlying each such certificate is conditioned upon (A) the execution and delivery of the Company Stockholder Letter of Transmittal and (B) the delivery of such certificates related thereto (the “Required Documentation”). The payment issuance of Converted Nonvested Option Stock to holders of Nonvested Option Stock in accordance with Section 3.1(b)(iii) and the appropriate Stockholder Merger Payment issuance of Nonvested Cash to any Company Stockholder listed holders of Nonvested Stock in accordance with Section 2.2(a)(iii3.1(c) of the Company Disclosure Schedule is conditioned upon the due execution delivery to the Payments Administrator of any certificates representing shares of Nonvested Option Stock and delivery of such Letter of TransmittalNonvested Stock, as applicable. After the Effective Time, within five (5) business days As soon as practicable after receipt by the Paying Agent Payments Administrator, and in any event within three (3) Business Days following receipt, of certificate(s), properly endorsed or otherwise in proper form for transfer, formerly representing all the shares of Company Stock held by any Company Stockholder for transfer and cancellation, together with such duly completed and validly executed Company Stockholder Letter of Transmittal, the Paying Agent Payments Administrator shall, in exchange therefor and in reliance on the representations and warranties hereintherefor, pay to such Company Stockholder an amount equal to the Stock Closing Payment (less the applicable portion of Stockholder Debt of such Company Stockholder’s aggregate Merger ConsiderationStockholder to be netted therefrom) payable in respect of the shares of Company Stock formerly represented by the certificate(s) surrendered (which payment, for the avoidance of doubt, shall not include any payment in respect of shares of Nonvested Option Stock and shares of Nonvested Stock represented by such surrendered certificates, which stock shall be converted pursuant to Section 3.1(b)(iii) and Section 3.1(c), as set forth in Section 2.2(a)(iii) of the Company Disclosure Schedule (other than any Earn-Out Payment), less such Company Stockholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.2(a)(iii) of the Company Disclosure Schedule (such amount, with respect to each such Company Stockholder, being the “Stockholder Merger Payment”applicable), but without interestinterest and less any applicable withholding Taxes, and the certificate(s) so surrendered shall forthwith be canceledcancelled (including with respect to all shares of Nonvested Option Stock assumed by Parent and converted pursuant to Section 3.1(b)(iii) and all shares of Nonvested Stock converted pursuant to Section 3.1(c) represented by such certificates); provided, that the Payments Administrator shall pay the Stock Closing Payments (less the applicable portion of Stockholder Debt of such Company Stockholder to be netted therefrom) within one (1) Business Day following the Closing Date to each Company Stockholder that provides the Required Documentation with respect to such Company Stockholder’s Company Securities at least one (1) Business Day prior to the Closing, but only in the event the Payments Administrator is provided (1) the name, address, email address, stock certificate numbers and share amounts at least seven (7) days prior to the Closing, (2) the Payments Schedule at least one (1) day prior to the Closing and the amounts deliverable to the Payments Administrator pursuant to Section 3.7(a)(i) are received by 1:00 p.m. Eastern time on the Closing Date. If payment of any portion of the applicable Stock Closing Payment (less the applicable portion of Stockholder Merger Payment Debt of such Company Stockholder to be netted therefrom) is to be made to an individual, firm, entity, partnership, association or any business organization or division thereof (each a Person “Person”) other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (Ax) shall have paid any Transfer Taxes transfer and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation Parent that such Taxes have Tax has been paid, or (By) shall have established to the reasonable satisfaction of the Surviving Corporation Parent that such Taxes are Tax is not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 2.6(b3.7(b), each certificate formerly representing shares of Company Stock (other than the Company Guaranty Shares) shall be deemed to represent for all purposes only the right to receive the applicable Merger Considerationconsideration as provided pursuant to Sections 3.1(b)(i), 3.1(b)(iii) and 3.1(c), if any, in respect of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided hereinherein or Dissenting Shares as provided in Section 3.2.

Surrender Procedures. (i) As soon as reasonably practicable after the Effective Time, but no later than two (2) business days Business Days thereafter, Parent shall instruct the Paying Agent to mail to each Company Stockholder other than Company Guaranty Shareholder as of the Effective Time (i) a letter of transmittal in CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. substantially the form attached hereto as Exhibit K (“Company Stockholder Letter of Transmittal”) Transmittal and (ii) instructions for use in effecting the surrender of certificate(s) formerly representing all of the shares of Company Stock held by such Company Stockholder in exchange for such Company Stockholder’s Stockholder Merger Payment (as defined below)the applicable Stock Closing Payment. The payment of the appropriate Stockholder Merger Stock Closing Payment with respect to any each share of Company Stockholder listed in Section 2.2(a)(iii) of the Company Disclosure Schedule Stock underlying each such certificate is conditioned upon (A) the due execution and delivery of such Letter transmittal letter and (B) the delivery of Transmittalsuch certificates related thereto. After the Effective Time, within five (5) business days As soon as practicable after receipt by the Paying Agent of such certificate(s), properly endorsed or otherwise in proper form for transfer, formerly representing all the shares of Company Stock held by any Company Stockholder for transfer and cancellation, together with such duly completed and validly executed Company Stockholder Letter of Transmittal, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties hereintherefor, pay to such Company Stockholder an amount equal to such Company Stockholder’s aggregate Merger Consideration, as set forth the Stock Closing Payment payable in Section 2.2(a)(iii) respect of the shares of Company Disclosure Schedule (other than any Earn-Out Payment), less such Company Stockholder’s Aggregate Allocable Portion of Stock formerly represented by the Escrow Amount, as set forth in Section 2.2(a)(iiicertificate(s) of the Company Disclosure Schedule (such amount, with respect to each such Company Stockholder, being the “Stockholder Merger Payment”)surrendered, but without interestinterest and less any applicable withholding taxes, and the certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Stockholder Merger Stock Closing Payment is to be made to a Person person, firm, entity, partnership, association or any business organization or division thereof (each a “Person”) other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (Ax) shall have paid any Transfer Taxes transfer and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation that such Taxes have Tax has been paid, or (By) shall have established to the satisfaction of the Surviving Corporation that such Taxes are Tax is not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 2.6(b3.5(b), each certificate formerly representing shares of Company Stock (other than the Company Guaranty Shares) shall be deemed to represent for all purposes only the right to receive the applicable Merger Considerationconsideration as provided pursuant to Section 3.1(b)(i) hereof, if any, in respect of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided hereinherein or Dissenting Shares as provided in Section 3.2.

Surrender Procedures. Within five (i5) As soon as reasonably practicable Business Days after the Effective Time, but no later than two (2) business days thereafter, the Parent shall instruct the Paying Agent cause to mail be mailed to each record holder, as of the Effective Time, of certificates representing outstanding shares of Company Stockholder Common Stock (“Company Certificates”) or shares of Company Common Stock represented by book-entry (“Company Book-Entry Shares”) (in each case, other than Company Guaranty Shareholder Excluded Shares), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Company Certificates shall pass, only upon proper delivery of Company Certificates to the Paying Agent or, in CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. substantially the form attached hereto as Exhibit K (“Letter case of Transmittal”Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (ii) instructions for use in effecting the surrender of certificate(s) formerly representing all of Company Certificates or, in the shares case of Company Stock held by Book-Entry Shares, the surrender of such Company Stockholder in exchange shares for such Company Stockholder’s Stockholder Merger Payment (as defined below). The payment of the appropriate Stockholder Merger Payment to any Company Stockholder listed in Section 2.2(a)(iii) of the Company Disclosure Schedule is conditioned upon the due execution and delivery of such Letter of TransmittalPer Share Consideration therefor. After the Effective Time, within five (5upon surrender in accordance with this Section 1.8(b) business days after receipt by to the Paying Agent of certificate(s), properly endorsed Company Certificates or otherwise in proper form for transfer, formerly representing all the shares of Company Stock held by any Company Stockholder for cancellationBook-Entry Shares, together with such letter of transmittal, duly completed and validly executed Letter of Transmittalin accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the Paying Agent shall, shall promptly deliver to the holder of such Company Certificates or Company Book-Entry Shares in exchange therefor therefor, the Per Share Consideration to be received by the holder thereof pursuant to this Agreement. The Paying Agent shall accept Company Certificates and Company Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in reliance accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the representations and warranties hereinrecords of the Company or its transfer agent of shares of Company Common Stock and, pay if Company Certificates or Company Book-Entry Shares are presented to such the Company Stockholder an amount equal to such Company Stockholder’s aggregate Merger Considerationfor transfer, as they shall be canceled against delivery of the Per Share Consideration in accordance with the procedures set forth in this Section 2.2(a)(iii) of the Company Disclosure Schedule (other than any Earn-Out Payment), less such Company Stockholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.2(a)(iii) of the Company Disclosure Schedule (such amount, with respect to each such Company Stockholder, being the “Stockholder Merger Payment”), but without interest, and the certificate(s) so surrendered shall forthwith be canceled1.8. If payment of any portion of the applicable Stockholder Merger Payment Per Share Consideration is to be made to issued in a Person name other than the Person that in whose name the which a Company Certificate surrendered certificate(s) are for exchange or Company Book-Entry Share is registered, it shall be a condition of payment such exchange that either (i) such Company Certificate shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or such Company Book-Entry Share shall be properly transferred, and (ii) the Person requesting such exchange or payment (A) shall have paid pay to the Company or its transfer agent or as otherwise directed any Transfer Taxes and transfer or other Taxes required by reason of the payment of those amounts to the Per Share Consideration in a Person name other than that of the registered holder of the certificate(s) surrenderedCompany Certificate surrendered or such Company Book-Entry Share, and shall have established or establish to the satisfaction of the Surviving Corporation Parent that such Taxes have Tax has been paid, paid or (B) shall have established to the satisfaction of the Surviving Corporation that such Taxes are is not applicable. From and after the Effective Time, until Until surrendered as contemplated by this Section 2.6(b1.8(b), each certificate formerly representing shares of Company Stock (other than the Certificate and each Company Guaranty Shares) Book-Entry Share shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable Merger ConsiderationPer Share Consideration as contemplated by Section 1.7, if any, in respect of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided hereinabove.