Exchange Documents. Simultaneously with the execution of the this Agreement, or as soon as practicable thereafter, each Investor (other than Moneyline (as hereinafter defined) with respect to the MLT Escrow Shares (as hereinafter defined)) shall delivering to the Company, to be held in escrow by the Company pending the Closing (as hereinafter defined), share certificates representing the shares of Series A Preferred Stock set forth opposite such Investor’s name on Schedule 1.02 hereto, together with duly executed but undated stock powers with respect to the shares of Series A Preferred Stock represented by such certificates; provided, however, if any Investor is unable to deliver such certificates because such certificates have been lost, stolen or destroyed, such Investor may provide the Company with lost certificate affidavits and indemnification agreements in forms reasonably acceptable to the Company in lieu of delivering certificates representing such Investor’s shares of Series A Preferred Stock. The Company acknowledges that 21,239 shares of Series A Preferred Stock registered in the name of MLT, LLC, a Delaware limited liability company and successor to the interest of Moneyline Telerate Holdings, Inc. (“MLT”), are held in escrow (the “MLT Escrow Shares”) pursuant to an Escrow Agreement (the “Escrow Agreement”), by and among MLT, Reuters Limited and The Bank of New York, as escrow agent (the “Escrow Agent”). MLT hereby agrees that share certificates representing the MLT Escrow Shares shall be delivered by the Escrow Agent, at the direction of MLT, to the Company at the Closing.
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Sources: Exchange and Recapitalization Agreement, Exchange and Recapitalization Agreement (SAVVIS, Inc.)