Common use of Exchange Mechanics Clause in Contracts

Exchange Mechanics. (a) On or prior to the Closing Date, Parent and Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent (i) the aggregate number of book-entry shares of Parent Common Stock representing the Merger Consideration issuable to Company Members pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The book-entry shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of Company Units immediately prior to the Effective Time, as set forth on the Allocation Certificate: (i) a letter of transmittal in customary form; and (ii) instructions for effecting the surrender of a valid certificate previously representing any Company Units outstanding immediately prior to the Effective Time, to the extent in their possession, in exchange for book-entry shares of Parent Common Stock. Upon delivery of a duly executed letter of transmittal to the Exchange Agent, surrender of certificates representing Company Units to the Exchange Agent, if any, together with such other documents as may be reasonably required by the Exchange Agent: (A) such Company Member shall be entitled to receive in exchange therefor one or more book-entry shares representing the portion of the Merger Consideration in a number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional share of Parent Common Stock pursuant to the provisions of Section 1.5(c)); and (B) upon delivery of such consideration to the applicable holder in accordance with Section 1.5, any certificates previously representing the Company Units of such Company Member shall be cancelled and extinguished. If any certificate previously representing any Company Units has been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed certificate to provide an applicable affidavit with respect to such certificate and, at Parent’s discretion, may also require such owner to post a bond indemnifying Parent against any claim suffered by Parent related to the lost, stolen or destroyed certificate or any Parent Common Stock issued in exchange thereof as Parent may reasonably request. (c) Any portion of the Exchange Fund that remains undistributed to Company Members six months after the Closing Date shall be delivered to Parent upon demand, and any Company Members shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (d) Each of the Exchange Agent, Parent and the Surviving Company shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any Company Member such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Legal Requirement and shall be entitled to request any reasonably appropriate Tax forms, including an IRS Form W-9 (or the appropriate IRS Form W-8, as applicable), from any recipient of payments hereunder. To the extent such amounts are so deducted or withheld, and remitted to the appropriate Tax authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (e) No Party shall be liable to any Company Member or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange Mechanics. (a) The Paying Agent shall act as paying agent in effecting the exchange of cash for shares of Company Stock and for Vested Options held by Non-Employee Optionholders. As soon as practicable following the execution and delivery of this Agreement, Parent will cause the Paying Agent to make available a letter of transmittal in a form to be mutually agreed upon between the Company and Parent (a “Letter of Transmittal”) to each (i) holder of shares of Company Stock (other than any holder of Cancelled Shares) (each, a “Stockholder”) and (ii) Non-Employee Optionholder. (b) On or promptly following the Closing Date, the Paying Agent shall pay (from the funds deposited with the Paying Agent pursuant to Section 3.02(a)) each Stockholder who has duly executed, completed and delivered a Letter of Transmittal and any other documentation required by the Paying Agent and each Non-Employee Optionholder who has duly executed, completed and delivered an Option Surrender Agreement in the form attached hereto as Exhibit E (an “Option Surrender Agreement”) and any other documentation required by the Paying Agent the amount of cash to which he, she or it is entitled to under Section 2.02 and Section 2.03, as applicable. The amount payable to each such Stockholder and Non-Employee Optionholder in accordance with this Agreement shall be made by wire transfer of immediately available funds to an account designated in writing by such Stockholder and Non-Employee Optionholder in the Letter of Transmittal. Each such Stockholder and Non-Employee Optionholder that makes the deliveries to the Paying Agent required by this Agreement at least two (2) Business Days prior to the Closing Date will be paid his, her or its applicable portion of the Closing Merger Consideration on or promptly following the Closing Date. Each such Stockholder and Non-Employee Optionholder that makes the deliveries to the Paying Agent required by this Agreement thereafter will be paid his, her or its applicable portion of the Closing Merger Consideration as soon as possible after such delivery is made (but in any event no later than three (3) Business Days after the date such delivery is made). (c) Promptly following the Effective Time, but in any event on the Closing Date, the Company will deliver written instructions to its transfer agent, eShares, Inc. d/b/a Carta, Inc. (“Carta”), with a copy to Parent, directing Carta to cancel all book-entry entitlements in the form of electronic stock certificates (“Certificates”) on the Carta electronic capitalization management system existing immediately prior to the Effective Time representing Company Stock effective as of the Effective Time and deliver to Parent, as promptly as practicable, written confirmation of such cancellation of all such Certificates. (d) The applicable portion of the Merger Consideration paid or payable following the surrender for exchange of the Company Stock and Options (together with the contingent right to receive, if, when and to the extent payable, any Additional Consideration in accordance with the terms and conditions of this Agreement) in accordance with this Agreement shall be paid or payable in full satisfaction of all rights pertaining to the shares of Company Stock and Options. After the Closing Date, there will be no transfers on the share transfer books of the Surviving Corporation of shares of Company Stock that were outstanding immediately prior to the Closing Date. No interest will be paid or will accrue on the applicable portion of Aggregate Merger Consideration payable upon delivery of the Letter of Transmittal, Parent the Option Surrender Agreement and Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”)any other documentation required thereby. At the Effective Time, Parent shall deposit with the Exchange Agent (i) the aggregate number of book-entry shares of Parent Common Stock representing the Merger Consideration issuable to Company Members pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The book-entry shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of Company Units immediately prior to the Effective Time, as set forth on the Allocation Certificate: (i) a letter of transmittal in customary form; and (ii) instructions for effecting the surrender of a valid certificate previously representing any Company Units outstanding immediately prior to the Effective Time, to the extent in their possession, in exchange for book-entry shares of Parent Common Stock. Upon delivery of a duly executed letter of transmittal to the Exchange Agent, surrender of certificates representing Company Units to the Exchange Agent, if any, together with such other documents as may be reasonably required by the Exchange Agent: (A) such Company Member shall be entitled to receive in exchange therefor one or more book-entry shares representing the portion virtue of the Merger Consideration in a number and without any further action on the part of whole the Stockholders, Parent, the Company or Merger Sub, the shares of Parent Common Company Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional share of Parent Common Stock pursuant to the provisions of Section 1.5(c)); and (B) upon delivery of such consideration to the applicable holder in accordance with Section 1.5, any certificates previously representing the Company Units of such Company Member shall be cancelled and extinguished, and each share of Company Stock shall represent only the right to receive the applicable cash consideration provided in the Allocation Certificate. If any certificate previously representing any Company Units has been lost, stolen No dividends or destroyed, Parent may, in its reasonable discretion and as other distributions with respect to capital stock of the Surviving Corporation with a condition precedent record date after the Effective Time shall be paid to the delivery holder of any shares of Parent Common Company Stock, require the owner of such lost, stolen or destroyed certificate to provide an applicable affidavit with respect to such certificate and, at Parent’s discretion, may also require such owner to post a bond indemnifying Parent against any claim suffered by Parent related to the lost, stolen or destroyed certificate or any Parent Common Stock issued in exchange thereof as Parent may reasonably request. (c) Any portion including Dissenting Shares. None of the Exchange Fund that remains undistributed to Company Members six months after the Closing Date shall be delivered to Parent upon demand, and any Company Members shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (d) Each of the Exchange Paying Agent, Parent and Parent, Merger Sub, the Company or the Surviving Company shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any Company Member such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Legal Requirement and shall be entitled to request any reasonably appropriate Tax forms, including an IRS Form W-9 (or the appropriate IRS Form W-8, as applicable), from any recipient of payments hereunder. To the extent such amounts are so deducted or withheld, and remitted to the appropriate Tax authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (e) No Party shall Corporation will be liable to any Company Member or to any other Person with in respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any a public official pursuant to any applicable abandoned property lawproperty, escheat law or similar Legal RequirementLaw. If any Certificate has not been surrendered prior to the date on which the Aggregate Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Authority, any such Aggregate Merger Consideration in respect of such Certificate shall, to the extent permitted by applicable Law, immediately prior to such date become the property of the Surviving Corporation or its designated affiliate, free and clear of any claims or interest of any such holders or their successors, assigns or personal representative previously entitled thereto. (e) By virtue of this Agreement and as security for the payment obligations provided for in Section 2.09(g), at the Effective Time, Parent will withhold from the consideration otherwise payable to the Holders and deposit (or cause to be deposited) with the Escrow Agent the Escrow Amount (any and all of such deposits to constitute escrow funds to be governed by the terms of the Escrow Agreement). Amounts released from the Escrow Amount to the Holders, if any, shall be distributed to the Holders in accordance with their respective Pro Rata Shares thereof and the applicable terms of this Agreement and the Escrow Agreement. The Escrow Amount shall be governed by Section 2.09 and the terms of the Escrow Agreement and shall be available to satisfy any payment obligations to Parent in connection with a Final Underage. The adoption of this Agreement and the approval of the Transactions by the Holders shall constitute, among other things, approval of the withholding of the Escrow Amount from the Aggregate Merger Consideration.

Exchange Mechanics. (a) On or prior to the Closing Date, Parent 3.1 At and Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent (i) the aggregate number of book-entry shares of Parent Common Stock representing the Merger Consideration issuable to Company Members pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The book-entry shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail each share certificate which immediately prior to the Persons who were record holders Effective Time represented outstanding shares of Company Units Common Stock or Preferred Stock of Mitcham (as applicable, a “Mitcham Certificate”) shall be deemed for all purposes to evidence ownership of, and to represent, the number of shares of Common Stock or Preferred Stock, as the case may be, of MIND into which the shares of Common Stock or Preferred Stock of Mitcham represented by such Mitcham Certificate immediately prior to the Effective Time have been converted pursuant to this Agreement. The registered holder of any Mitcham Certificate outstanding immediately prior to the Effective Time, as set forth on such holder appears in the Allocation Certificate: books and records of Mitcham (i) a letter or of transmittal the transfer agent in customary form; respect of the Common Stock and (ii) instructions for effecting the surrender Preferred Stock of a valid certificate previously representing any Company Units outstanding Mitcham), immediately prior to the Effective Time, to the extent in their possessionshall, in exchange until such Mitcham Certificate is surrendered for book-entry shares of Parent Common Stock. Upon delivery of a duly executed letter of transmittal to the Exchange Agenttransfer or exchange, surrender of certificates representing Company Units to the Exchange Agent, if any, together with such other documents as may be reasonably required by the Exchange Agent: (A) such Company Member shall have and be entitled to exercise any voting and other rights with respect to and to receive any dividends or other distributions on the shares of Common Stock or Preferred Stock of Mitcham into which the shares of Common Stock or Preferred Stock, as the case may be, of Mitcham represented by any such Mitcham Certificate have been converted pursuant to this Agreement. 3.2 Each holder of a Mitcham Certificate shall, upon the surrender of such Mitcham Certificate to the Surviving Corporation (or the transfer agent in exchange therefor one respect of the Common Stock or more book-entry shares Preferred Stock of MIND, as the case may be) for cancellation after the Effective Time, be 527064.000001 23483270.3 entitled to receive from the Surviving Corporation (or the transfer agent in respect of the Common Stock or Preferred Stock, as the case may be), a certificate (a “MIND Certificate”) representing the portion of the Merger Consideration in a number of whole shares of Parent Common Stock that or Preferred Stock of MIND, as the case may be, into which the shares of Common Stock or Preferred Stock represented by such holder has the right to receive Mitcham Certificate have been converted pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional share of Parent Common Stock pursuant to the provisions of Section 1.5(c)); and (B) upon delivery of such consideration to the applicable holder in accordance with Section 1.5, any certificates previously representing the Company Units of such Company Member shall be cancelled and extinguishedthis Agreement. If any certificate previously representing such MIND Certificate is to be issued in a name other than that in which the Mitcham Certificate surrendered for exchange is registered, such exchange shall be conditioned upon (i) the Mitcham Certificate so surrendered being properly endorsed or otherwise in proper form for transfer and (ii) the person requesting such exchange either paying any Company Units transfer or other taxes required by reason of the issuance of the MIND Certificate in a name other than that of the registered holder of the Mitcham Certificate surrendered, or establishing to the satisfaction of the Surviving Corporation, or the transfer agent in respect of the Common Stock or Preferred Stock, as the case may be, that such tax has been lost, stolen paid or destroyed, Parent may, is not applicable. 3.3 Where no Mitcham Certificate has been issued in its reasonable discretion and as the name of a condition precedent to the delivery holder of any shares of Parent Common StockStock or Preferred Stock of Mitcham, require a “book entry” (i.e., a computerized or manual entry) shall be made in the owner shareholder records of such lost, stolen or destroyed certificate the Surviving Corporation to provide an applicable affidavit with respect evidence the issuance to such certificate and, at Parent’s discretion, may also require such owner to post a bond indemnifying Parent against any claim suffered by Parent related to the lost, stolen or destroyed certificate or any Parent holder of an equal number of shares of Common Stock issued in exchange thereof as Parent may reasonably request. (c) Any portion or Preferred Stock of the Exchange Fund that remains undistributed to Company Members six months after the Closing Date shall be delivered to Parent upon demand, and any Company Members shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (d) Each of the Exchange Agent, Parent and the Surviving Company shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any Company Member such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Legal Requirement and shall be entitled to request any reasonably appropriate Tax forms, including an IRS Form W-9 (or the appropriate IRS Form W-8MIND, as applicable), from any recipient of payments hereunder. To the extent such amounts are so deducted or withheld, and remitted to the appropriate Tax authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paidcase may be. (e) No Party shall be liable to any Company Member or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.