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 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. (ii) After the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth in Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdings.

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 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. (ii) After the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth in Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdings.

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 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 herein. (ii) After the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement herein or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options Dissenting Shares as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth provided in Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdings3.2.

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 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. (ii) After the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth in Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdings.

Surrender Procedures. (ia) As soon Prior to the Effective Time, Parent shall appoint U.S. Bank National Association as reasonably practicable the exchange agent in the Merger (the “Exchange Agent”). Promptly after the Effective Time, but no later than two (2) business days thereafterthe Exchange Agent shall send, Parent shall instruct the Paying Agent to mail to each Company Stockholder other than that has not delivered a Letter of Transmittal and Accredited Investor Certification to Parent prior to the Effective Time, at the address and email address provided by the Company Guaranty Shareholder (i) in the Consideration Schedule a letter of transmittal in substantially the form of Exhibit D attached hereto as Exhibit K (the “Letter of Transmittal”) for use in such exchange. The parties acknowledge that the terms of the Letter of Transmittal include (i) an agreement to be bound by the terms of this Agreement, including Article VIII and Section 9.20 hereof, (ii) a written certification of status as an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect, under the Securities Act, in the form of Exhibit E attached hereto (an “Accredited Investor Certification”), (iii) a joinder to the Parent Investor Agreements for Stock Converting Holders, (iv) a release of claims against the Company and related parties and (iiv) instructions for use in effecting the surrender of certificate(s) formerly representing all of the shares of Company Stock held by Certificates. (b) On the Closing Date, Parent shall deposit (or cause to be deposited) with the Exchange Agent an amount of cash sufficient to pay the aggregate Per Share Closing Cash Consideration payable hereunder (other than any such Company Stockholder in exchange for such Company Stockholderamounts which are payable through the Surviving Corporation’s Stockholder Merger Payment (as defined belowor Parent’s payroll system pursuant to this Agreement). The payment Exchange Agent shall hold such funds and deliver them in accordance with the terms and conditions hereof and the terms and conditions of the appropriate Stockholder Merger Payment an Exchange Agent Agreement in a form to any Company Stockholder listed in Section 2.2(a)(iii) of be provided by Parent and reasonably acceptable to the Company Disclosure Schedule is conditioned upon (the due execution and delivery “Exchange Agent Agreement”). (c) Upon surrender 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 a Company Stock held by any Company Stockholder Certificate for cancellationcancellation to the Exchange Agent, together with such duly executed the Letter of Transmittal, duly completed and validly executed in accordance with the Paying Agent shallinstructions thereto, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor and in reliance on the representations and warranties herein, pay to for each share of Company Capital Stock formerly represented by such Company Stockholder an amount equal Stock Certificate, upon the terms and subject to such Company Stockholder’s aggregate Merger the conditions set forth in this Agreement, the Per Share Closing Stock Consideration or Per Share Closing Cash Consideration, as set forth applicable, payable in respect of such share of Company Capital Stock pursuant to 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 interest1.5, and the certificate(s) Company Stock Certificate so surrendered shall forthwith be canceled. The Exchange Agent shall, promptly after receipt of each properly surrendered Company Stock Certificate, (i) cause the Per Share Closing Cash Consideration, if any, payable with respect to each share represented by such Company Stock Certificate to be sent by wire transfer of immediately available funds to the account designated by such holder in the Letter of Transmittal delivered with such Company Stock Certificate and (ii) instruct Parent to issue the Per Share Closing Stock Consideration (which, for the avoidance of doubt, may be delivered in a book-entry or similar position), if any, issuable with respect to each share represented by such Company Stock Certificate. Until so surrendered, each outstanding Company Stock Certificate that prior to the Effective Time represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all purposes, to evidence only the right to receive upon such surrender the Per Share Closing Consideration (upon the terms and subject to the conditions set forth in this Agreement). (d) If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of any portion of the applicable Stockholder Merger Payment is Per Share Closing Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to be made provide an appropriate affidavit, which affidavit will include an obligation 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 indemnify Parent 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 against any claim that such Taxes have been paid, may be made against Parent or (B) shall have established to the satisfaction of the Surviving Corporation that with respect to such Taxes are not applicable. From and after Company Stock Certificate. (e) Notwithstanding anything to the Effective Timecontrary in this Agreement, until surrendered as contemplated by this Section 2.6(b)none of Parent, each certificate formerly representing the Surviving Corporation or the Exchange Agent shall be liable to any holder or former holder of shares of Company Capital Stock (other than for the Company Guaranty Shares) shall be deemed Per Share Closing Consideration attributable to represent for all purposes only the right to receive the applicable Merger Consideration, if any, in respect each of such shares or for any other cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law. (f) Any portion of the consideration payable to Company Stockholders hereunder that is held by the Exchange Agent and remains undistributed to Company Stockholders as of the first anniversary of this Agreement shall be delivered to Parent upon demand, and Company Stockholders who have not theretofore surrendered their Company Stock formerly represented thereby Certificates in accordance with the terms hereof and in the manner provided herein. (ii) After the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy this Section 1.7 shall thereafter look only to Parent) Parent for satisfaction of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to the Surviving Corporation their claims for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth in Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, any consideration payable with respect to each the shares of Company Capital Stock previously represented by such Company Securityholder, being the “Securityholder Merger Payment”), but Stock Certificates without interest, and net of applicable withholdingsany interest thereon.

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 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. (ii) After . In connection with the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as surrender of the Effective Time) in substantially certificates representing shares of Company stock each Company Stockholder will be required to acknowledge that all the form previously agreed between shares of Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, Common Stock issued in exchange therefor and in reliance on the representations and warranties herein, pay will be subject to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth in Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdingsLock-Up Restrictions.

Surrender Procedures. (ia) As soon as reasonably practicable Promptly after the Effective Time, but no later than two Parent shall, or shall cause such Person as Parent may from time to time select and that is reasonably acceptable to the Stockholders’ Representative (2the “Exchange Agent”) business days thereafterto, Parent shall instruct the Paying Agent to mail deliver (which may be done electronically), to each Company Stockholder other than that has not delivered a Letter of Transmittal and Accredited Investor Certification to Parent prior to the Effective Time, at the email address provided by the Company Guaranty Shareholder (i) in the Consideration Schedule a letter of transmittal in substantially the form of Exhibit F attached hereto as Exhibit K (the “Letter of Transmittal”) for use in such exchange. The parties acknowledge that the terms of the Letter of Transmittal include (i) an agreement to be bound by the terms of this Agreement, including Article VIII and Section 9.19 hereof, (ii) other than with respect to a Company Stockholder who will provide services to Parent and its Affiliates after the Closing, an Accredited Investor Certification, (iii) a joinder to the Parent A-2 Investor Agreements (to be executed only by Company Stockholders that are Stock Converting Holders), (iv) a release of claims against the Company and related parties and (iiv) 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 Certificates. (as defined below). The payment b) Upon surrender 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 a Company Stock held by any Company Stockholder Certificate for cancellationcancellation to the Exchange Agent, together with such duly executed the Letter of Transmittal, duly completed and validly executed in accordance with the Paying Agent shallinstructions thereto, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor and for the applicable consideration payable in reliance on the representations and warranties herein, pay respect of such share of Company Capital Stock pursuant 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 interest1.6, and the certificate(s) Company Stock Certificate so surrendered shall forthwith be canceled. Parent shall, or shall cause the Exchange Agent to, promptly after receipt of each properly surrendered Company Stock Certificate, (i) cause the Per Share Closing Cash Consideration, if any, payable with respect to each share represented by such Company Stock Certificate to be sent by wire transfer of immediately available funds to the account designated by such holder in the Letter of Transmittal delivered with such Company Stock Certificate and (ii) issue the Per Share Closing Stock Consideration (which, for the avoidance of doubt, may be delivered in a book-entry or similar position), if any, issuable with respect to each share represented by such Company Stock Certificate. Until so surrendered, each outstanding Company Stock Certificate that prior to the Effective Time represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all purposes, to evidence only the right to receive upon such surrender the applicable consideration payable in respect of such share of Company Capital Stock pursuant to Section 1.6 (upon the terms and subject to the conditions set forth in this Agreement). (c) If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the payment of any portion of the applicable Stockholder Merger Payment is Per Share Closing Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to be made provide an appropriate affidavit, which affidavit will include an obligation 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 indemnify Parent 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 against any claim that such Taxes have been paid, may be made against Parent or (B) shall have established to the satisfaction of the Surviving Corporation that with respect to such Taxes are not applicable. From and after Company Stock Certificate. (d) Notwithstanding anything to the Effective Timecontrary in this Agreement, until surrendered as contemplated by this Section 2.6(b)none of Parent, each certificate formerly representing the Surviving Corporation or the Exchange Agent shall be liable to any holder or former holder of shares of Company Capital Stock (other than for the Company Guaranty Shares) shall be deemed Per Share Closing Consideration attributable to represent for all purposes only the right to receive the applicable Merger Consideration, if any, in respect each of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided hereinor for any other cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law. (ii) After the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth in Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdings.

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 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 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. (ii) 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 Securityholder who is a holder of Vested Options or Preferred Warrants as of the Effective Time (i) a letter of transmittal in substantially the form previously agreed between Parent and Company and (ii) instructions for use in effecting the surrender of all rights in and to the Company Securities held by such Company Securityholder in exchange for the applicable Securityholder Merger Payment (as defined below). The receipt of the appropriate Securityholder Merger Payment by any such Company Securityholder is conditioned upon the execution and delivery of such transmittal letter. After the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporationsuch letter of transmittal, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, Payment as set forth in Section 2.4(e) of the Company Disclosure Schedule2.4(d)(ii), less if any, plus such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, Preferred Warrant Payment as set forth in Section 2.4(e) 2.5(b)(ii), if any, of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdings.

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 substantially a form to be mutually agreed upon by Parent and the form attached hereto as Exhibit K Company, which letter of transmittal shall require the Company Investor to acknowledge both the Representative Acknowledgment and Section 10.02(f) of this Agreement (the “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. (ii) After the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth in Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdings.

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 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. (ii) After As soon as reasonably practicable after the Effective Time, within but no later than five (5) business days Business Days thereafter, Parent shall instruct the Payments Administrator to deliver to each Warrant Holder a payment election form and any applicable Tax forms. As soon as practicable after receipt by the Paying Agent (with a copy to Parent) Payments Administrator of a statement or statements completed executed payment election form and any applicable Tax forms from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executedsuch Warrant Holder, the Paying Agent Payments Administrator shall, in exchange therefor and in reliance on the representations and warranties hereintherefor, pay to such Warrant Holder the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth Warrant Closing Payment payable in Section 2.4(e) respect of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of Warrant(s) held by the Escrow Amount, as set forth in Section 2.4(e) of Warrant Holder prior to the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”)Effective Time, but without interestinterest and less any applicable withholding Taxes. If payment of any portion of the applicable Warrant Closing Payment is to be made to a Person other than the Person in whose name the terminated Warrant(s) are registered, it shall be a condition of payment that the Person requesting such payment (x) shall have paid any transfer and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the Warrant(s) terminated, and net shall have established to the satisfaction of Parent that such Tax has been paid, or (y) shall have established to the satisfaction of Parent that such Tax is not applicable. From and after the Effective Time, until terminated, each Warrant shall be deemed to represent for all purposes only the right to receive the applicable withholdingsconsideration as provided pursuant to Section 3.4.

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 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. (ii) After . In connection with the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as surrender of the Effective Time) in substantially certificates representing shares of Company stock each Company Stockholder will be required to acknowledge that all the form previously agreed between shares of Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, Common Stock issued in exchange therefor and in reliance on the representations and warranties herein, pay will be subject to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth in Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdingsTransfer Restrictions.

Surrender Procedures. (ia) 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 send, to each Company Stockholder other than that has not delivered a Letter of Transmittal and Accredited Investor Certification to Parent prior to the Effective Time, at the address and email address provided by the Company Guaranty Shareholder (i) in the Consideration Schedule a letter of transmittal in substantially the form of Exhibit E attached hereto as Exhibit K (the “Letter of Transmittal”) for use in such exchange. The parties acknowledge that the terms of the Letter of Transmittal include (i) an agreement to be bound by the terms of this Agreement, including Article VIII and Section 9.19 hereof, (ii) other than with respect to a Company Stockholder who will provide services to Parent and its Affiliates after the Closing, a written certification of status as an Accredited Investor, in the form of Exhibit F attached hereto (an “Accredited Investor Certification”), (iii) a joinder to the Parent A-2/B Investor Agreements for Stock Converting Holders, (iv) a release of claims against the Company and related parties, (v) a duly executed Stock Restriction Agreement for Stock Converting Holders and (iivi) 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 Certificates. (as defined below). The payment b) Upon surrender 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 a Company Stock held by any Company Stockholder Certificate for cancellationcancellation to Parent, together with such duly executed the Letter of Transmittal, duly completed and validly executed in accordance with the Paying Agent shallinstructions thereto, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor and for the applicable consideration payable in reliance on the representations and warranties herein, pay respect of such share of Company Capital Stock pursuant 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 interest1.5, and the certificate(s) Company Stock Certificate so surrendered shall forthwith be canceled. Parent shall, promptly after receipt of each properly surrendered Company Stock Certificate, (A) cause the Per Share Closing Cash Consideration, if any, payable with respect to each share represented by such Company Stock Certificate to be sent by wire transfer of immediately available funds to the account designated by such holder in the Letter of Transmittal delivered with such Company Stock Certificate (other than any such amounts which are payable through the Surviving Corporation’s or Parent’s payroll system pursuant to this Agreement) and (B) issue the Preferred Per Share Closing Consideration (which, for the avoidance of doubt, may be delivered in a book-entry or similar position), if any, issuable with respect to each share represented by such Company Stock Certificate. Until so surrendered, each outstanding Company Stock Certificate that prior to the Effective Time represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all purposes, to evidence only the right to receive upon such surrender the applicable consideration payable in respect of such share of Company Capital Stock pursuant to Section 1.5 (upon the terms and subject to the conditions set forth in this Agreement). (c) If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of any portion of the applicable Stockholder Merger Payment is Per Share Closing Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to be made provide an appropriate affidavit, which affidavit will include an obligation 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 indemnify Parent 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 against any claim that such Taxes have been paid, may be made against Parent or (B) shall have established to the satisfaction of the Surviving Corporation that with respect to such Taxes are not applicable. From and after Company Stock Certificate. (d) Notwithstanding anything to the Effective Timecontrary in this Agreement, until surrendered as contemplated by this Section 2.6(b), each certificate formerly representing none of Parent or the Surviving Corporation shall be liable to any holder or former holder of shares of Company Capital Stock (other than for the Company Guaranty Shares) shall be deemed Per Share Closing Consideration attributable to represent for all purposes only the right to receive the applicable Merger Consideration, if any, in respect each of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided hereinor for any other cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law. (ii) After the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth in Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdings.

Surrender Procedures. Within three (i3) As soon as reasonably practicable business days after the Effective Time, but no later than two (2) business days thereafter, Parent Park shall instruct cause the Paying Exchange Agent to mail to each Company Stockholder other than Company Guaranty Shareholder holder of record of a certificate representing Axxxxxxx Shares (an “Old Certificate”) that was converted pursuant to Section 2.01, but that was not deposited with the Exchange Agent pursuant to Section 2.01(c)(v), both (i) a form of letter of transmittal in substantially (the form attached hereto as Exhibit K (“Letter of Transmittal”) specifying that delivery will be effected, and risk of loss and title to the Old Certificates will pass, only upon proper delivery of the Old Certificates to the Exchange Agent and (ii) instructions and procedures for use in effecting the surrender of certificate(s) formerly representing all of the shares of Company Stock held by such Company Stockholder surrendering Old Certificates in exchange for such Company Stockholder’s Stockholder Merger Payment certificates representing Park Shares (as defined below“New Certificates”). The payment Upon surrender of an Old Certificate for cancellation to 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 Exchange Agent, together with such Letter of Transmittal. After , duly executed, following the Effective Time, the holder of such Old Certificate shall receive 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, surrender in exchange therefor and (A) a New Certificate representing that number of whole Park Shares that such holder has the right to receive pursuant to the provisions of this Article Two, and/or (B) a check in reliance on the representations and warranties herein, pay to such Company Stockholder an amount equal to the sum of the cash to be paid to such Company Stockholder’s aggregate holder as part of the Merger Consideration, as set forth the cash to be paid in lieu of any fractional Park Shares to which such holder is entitled pursuant to Section 2.2(a)(iii) 2.03 and/or the cash to be paid in respect of the Company Disclosure Schedule (other than any Earn-Out Paymentdividends or distributions to which such holder may be entitled pursuant to Section 2.04(e), 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 after giving effect to each such Company Stockholder, being the “Stockholder Merger Payment”), but without interestany required tax withholdings, and the certificate(s) Old Certificate so surrendered shall forthwith be canceled. If payment In the event of a transfer of ownership of Axxxxxxx Shares that is not registered in the transfer records of Axxxxxxx, a New Certificate representing the proper number of Park Shares may be issued, and/or the cash to be paid as part of the Merger Consideration, in lieu of any portion fractional Park Shares and/or in respect of the applicable Stockholder Merger Payment is to any dividends or distributions may be made paid, to a Person other than transferee if the Person in whose name Old Certificate is presented to the surrendered certificate(s) are registeredExchange Agent, it shall be a condition of payment that the Person requesting accompanied by all documents required to evidence and effect 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) surrenderedtransfer, and shall have established to the satisfaction of the Surviving Corporation by evidence that such Taxes any applicable stock transfer 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 Until surrendered as contemplated by this Section 2.6(b2.04(c), each certificate formerly representing shares of Company Stock (other than the Company Guaranty Shares) shall Old Certificate will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the applicable Merger Consideration, if any, upon such surrender a New Certificate and/or a check in respect of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided herein. (ii) After the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth in Section 2.4(e) the sum of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion cash to be paid as part of the Escrow AmountMerger Consideration, as set forth the cash to be paid in lieu of any fractional Park Shares and/or the cash to be paid in respect of any dividends or distributions to which the holder may be entitled pursuant to Section 2.4(e2.04(e) of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdingshereof.

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 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. (ii) On or prior to the Effective Time, the Company shall distribute to each Vested Option Holder the Option Holder Consent, which shall include instructions for use in effecting the surrender of all rights in and to the Company Common Stock subject to each Vested Option held by the holder thereof in exchange for the Initial Option Closing Payment that is payable in respect of each such Vested Option. The payment of the Total Option Payment (as defined in Section 3.4 below) in respect of each such Vested Option is conditioned upon the execution and delivery of such transmittal letter and an executed Option Holder Consent. After the Effective Time, within five (5) business days as soon as reasonably practicable after receipt by the Paying Agent (with a copy to Parent) Company of a statement or statements from the Surviving Corporationsuch duly executed Option Holder Consent, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to such Vested Option Holder the Surviving Corporation for payment Initial Option Closing Payment payable in respect of each Vested Option. The portion of the Total Common Earn-Out Consideration payable to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option PaymentHolder shall be paid, if anysubject to applicable withholding taxes, as set forth in accordance with Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”2.6(b), but without interest, and net of applicable withholdings.

Surrender Procedures. (ia) As soon Purchaser shall act as reasonably practicable its own exchange agent in the Merger (except for the Escrow Shares). Prior to the Closing Time, the Corporation shall deliver to each Corporation Stockholder a Transmittal Letter containing instructions for the surrender and exchange of Certificates (as defined below). (b) At the Closing Time, each Corporation Stockholder shall surrender to the Purchaser for cancellation the share certificates representing the Corporation Preferred Shares that are not Dissenting Shares (the "Certificates"), in each case duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record (to the extent that such Corporation Stockholder has not surrendered its Certificates and/or such executed irrevocable security transfer powers of attorney to the Purchaser). Each Corporation Stockholder who is entitled to receive Exchange Shares pursuant to Section 2.6 above shall deliver a duly executed Transmittal Letter together with such holder's Certificate(s) (or an affidavit of lost certificate as described in Section 3.1(c) below) to the Purchaser at the Closing Time. Upon receipt of such duly executed Transmittal Letter and Certificates (or affidavits of lost certificate), the Purchaser will issue to each tendering Corporation Stockholder a certificate for the number of Exchange Shares to which such Corporation Stockholder is entitled pursuant to Section 2.6(a) hereof, less the Exchange Shares deposited into escrow pursuant to Section 2.7 hereof, and pay such Corporation Stockholder any cash payable in lieu of a fractional share to which such Corporation Stockholder may be entitled pursuant to Section 2.6(e) hereof. (c) In the event any Certificates shall have been lost, stolen or destroyed, the Purchaser shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof and such holder's agreement to indemnify Purchaser or the Surviving Corporation for any claim that may be made against Purchaser or the Surviving Corporation with respect to such Certificate, such number of Exchange Shares and cash for fractional shares, if any, as may be required pursuant to Section 2.6 and any dividends or distributions payable pursuant to Section 3.1(d). (d) No dividends or distributions payable to holders of record of Purchaser Common Stock after the Effective Time, but no later than two (2) business days thereafteror cash payable in lieu of fractional shares, Parent shall instruct will be paid to the Paying Agent to mail to each Company Stockholder other than Company Guaranty Shareholder (i) a letter of transmittal in 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 holder of any portion of unsurrendered Certificate(s) until 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(sCertificate(s) surrendered, and shall have established surrenders such Certificate(s). Subject 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 Considerationeffect, if any, in of applicable escheat and other laws, following surrender of any Certificate, there will be delivered to the person entitled thereto, without interest, the amount of any dividends and distributions therefor paid with respect to Purchaser Common Stock so withheld as of any date subsequent to the Effective Time and prior to such shares date of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided hereindelivery. (iie) After the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as Each of the Effective TimeCorporation Stockholders and the Purchaser shall deliver such other documents as may be reasonably necessary to complete the transactions contemplated by this Agreement. (f) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay Until Certificates outstanding prior to the Surviving Corporation Merger are surrendered pursuant to Section 3.1(a) above, such Certificates will be deemed, for payment all purposes, to each such Company Securityholder an amount equal evidence the right to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth in Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, Merger consideration payable with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdingsCorporation Preferred Shares as provided in Section 2.6 above.

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 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. (ii) After the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth in Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdings.

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 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. (ii) After . In connection with the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as surrender of the Effective Time) in substantially certificates representing shares of Company stock each Company Stockholder will be required to acknowledge that all the form previously agreed between shares of Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, Common Stock issued in exchange therefor and in reliance on the representations and warranties herein, pay will be subject to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Payment, if any, as set forth in Section 2.4(e) of the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.4(e) of the Company Disclosure Schedule (such amount, with respect to each such Company Securityholder, being the “Securityholder Merger Payment”), but without interest, and net of applicable withholdingsTransfer Restrictions.

Surrender Procedures. (ia) As Purchaser shall act as its own exchange agent in the Merger (except for the Escrow Shares). (b) At or as soon as reasonably practicable after the Effective Time, but no later than two (2) business days thereafter, Parent each Xylo Preferred Stockholder shall instruct the Paying Agent to mail to each Company Stockholder other than Company Guaranty Shareholder (i) surrender to the Purchaser for cancellation the share certificates representing the Purchased Shares that are not Dissenting Shares (the "Certificates"), in each case duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record (to the extent that such Xylo Preferred Stockholder has not surrendered its Certificates and/or such executed irrevocable security transfer powers of attorney to the Purchaser at or prior to the Effective Time) and (ii) deliver a letter duly executed Letter of transmittal Transmittal in substantially the form attached hereto as Exhibit K B (“the "Transmittal Letter") together with such holder's Certificate(s) (or an affidavit of lost certificate as described in Section 2.11(c) below) to the Purchaser. As soon as practicable after receipt of such Transmittal Letter and Certificates (or affidavits of Transmittal”lost certificate), the Purchaser will issue to each tendering Xylo Preferred Stockholder (i) and a certificate for the number of Purchaser Common Shares to which such Xylo Preferred Stockholder is entitled pursuant to Section 2.8 hereof, less the Purchaser Common Stock deposited into escrow pursuant to Section 2.10 hereof, (ii) instructions for use the cash payable in effecting lieu of a fractional share to which such Xylo Preferred Stockholder may be entitled pursuant to Section 2.8 hereof and (iii) any dividends or distributions to which such Xylo Preferred Stockholder may be entitled pursuant to Section 2.9. (c) In the surrender of certificate(s) formerly representing all of event any Certificates shall have been lost, stolen or destroyed, the shares of Company Stock held by such Company Stockholder Purchaser shall issue 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 lost, stolen or destroyed Certificates, upon the due execution and delivery making of such Letter an affidavit of Transmittal. After the Effective Time, within five (5) business days after receipt that fact by the Paying Agent holder thereof and, if reasonably requested by the Purchaser, the posting of certificate(s)reasonable bond therefore, properly endorsed or otherwise in proper form for transfer, formerly representing all the such number of shares of Company Purchaser Common Stock held by any Company Stockholder and cash 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. (ii) After the Effective Time, within five (5) business days after receipt by the Paying Agent (with a copy to Parent) of a statement or statements from the Surviving Corporation, together with copies of executed option termination agreements from Company Securityholders (who are holders of Eligible Vested Company Options as of the Effective Time) in substantially the form previously agreed between Parent and Company (which termination agreement will include a release in substantially the form previously agreed between Parent and Company) duly executed, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to the Surviving Corporation for payment to each such Company Securityholder an amount equal to such Company Securityholder’s aggregate Vested Option Paymentfractional shares, if any, as set forth in may be required pursuant to Section 2.4(e2.8 and any dividends or distributions payable pursuant to Section 2.9. (d) No dividends or distributions payable to holders of record of Purchaser Common Stock after the Company Disclosure Schedule, less such Company Securityholder’s Aggregate Allocable Portion Effective Time will be paid to the holder of the Escrow Amount, as set forth in Section 2.4(eany unsurrendered Certificate(s) of the Company Disclosure Schedule (such amount, with respect to each shares of Purchaser Common Stock represented thereby until the holder of the Certificate(s) surrenders such Company SecurityholderCertificate(s). Subject to the effect, being if any, of applicable escheat and other laws, following surrender of any Certificate, there will be delivered to the “Securityholder Merger Payment”)person entitled thereto, but without interest, the amount of any dividends and net distributions therefor paid with respect to Purchaser Common Stock so withheld as of applicable withholdingsany date subsequent to the Effective Time and prior to such date of delivery. (e) Each of the Corporation, Merger Sub and the Purchaser shall deliver such other documents as may be reasonably necessary to complete the transactions contemplated by this Agreement.