Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (aA) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company PVAXX Stock Certificate to Parent the Transfer Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by ParentOAK BROOK, the holder of such Company PVAXX Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock whole OAK BROOK Shares that such holder has the right to receive pursuant to the provisions of this Section 11:7, and the Company PVAXX Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71:10, each Company PVAXX Stock Certificate shall be deemed, from and after the Effective TimeClosing Date, to represent only the right to receive upon such surrender a certificate representing shares of Parent OAK BROOK Common Stock or OAK BROOK Preferred Stock, as the case may be, as contemplated by this Section 11:7. If any Company PVAXX Stock Certificate shall have been lost, stolen or destroyed, Parent OAK BROOK may, in its discretion and as a condition precedent to the payment of any cash and the issuance of any certificate representing Parent OAK BROOK Common Stock or OAK BROOK Preferred Stock, as the case may be, require the owner of such lost, stolen or destroyed Company PVAXX Stock Certificate to provide an appropriate affidavit and execute and to deliver to Parent an affidavit and a bond (in such sum as OAK BROOK may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation OAK BROOK with respect to such Company PVAXX Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required requested by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.8(c)) that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.8(c)) as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for cash and certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor cash and a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.6, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender cash and a certificate representing shares of Parent Common Stock as contemplated by this provided in Section 1. 1.4 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective TimeClosing, Parent will send to the holders of all outstanding Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate shall be delivered to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent. Upon surrender of a Company Stock Certificate to Parent for exchange, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (i) a Parent corporate check as set forth in Section 1.6(b) and (ii) twenty (20) days after the Closing, a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 11.6. Thereafter, and the each Shareholders who surrendered a Company Stock Certificate so surrendered at the Closing shall be canceled. Until surrendered entitled to receive payments as contemplated by this set forth in Section 1.7, each subject to the conditions thereof. Each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) and cash payments as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common StockStock or payment of any cash hereunder, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (aAt the Closing, the Excel Company, on behalf of the Excel Company shareholders, shall surrender certificate(s) At evidencing Excel Company Common Stock duly endorsed in blank for transfer or as soon as practicable after accompanied by a stock power duly executed in blank in a form reasonably requested by the Effective Time, Parent will send to evidence the acknowledgement of and consent to the holders sale of the Excel Company Common Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a an Excel Company Stock Certificate to the Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such an Excel Company Stock Certificate shall be entitled to receive in exchange therefor exchange, therefore at the Effective Date or as soon thereafter as reasonably practicable, a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, ARTICLE 2.5 and the Excel Company Stock Certificate so surrendered shall thereafter be canceledcancelled and will cease to represent any interest in the Excel Company. Immediately after the Effective Time, the Parent shall deliver (or cause its transfer agent to deliver) to the Excel Company, on a pro rata basis, the Parent Common Stock in exchange for the certificates representing the Excel Company Common Stock. Until surrendered as contemplated by this Section 1.7ARTICLE 2.8, each Excel Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 1ARTICLE 2.8. If any Excel Company Stock Certificate Certificate(s) shall have been lost, stolen or destroyed, the Parent may, in its discretion and as a condition precedent to the payment of any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Excel Company Stock Certificate Certificate(s) to provide an appropriate affidavit (an "Affidavit of Lost Excel Certificate") and execute and to deliver to a bond (in such sum as the Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against the Parent or the Surviving Corporation with respect to such Excel Company Stock CertificateCertificate(s).

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stockthe Merger Consideration. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock Merger Consideration that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.11, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock the Merger Consideration as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.reasonably direct) as indemnity

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent, or a transfer agent designated by Parent (the "Transfer Agent") will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by ParentParent or the Transfer Agent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after prior to the Effective Time, ------------------------ Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal shall reserve for exchange in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together accordance with a duly executed letter of transmittal and such other documents as may be reasonably required by Parentthis Article II, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.02 in exchange for outstanding shares of Company Common Stock. At the Closing, Company and the Principal Stockholders shall cause each Stockholder that does not perfect its appraisal rights and is otherwise entitled to receive shares of Parent Common Stock and cash pursuant to Section 2.02 (a "Merger Stockholder") ------------------ to surrender to Parent all certificates representing shares of Company Common Stock (properly endorsed for transfer and with all necessary transfer tax and other revenue stamps affixed and cancelled). No later than the Effective Time, Parent shall deliver to each Merger Stockholder a certificate representing the number of whole shares of Parent Common Stock that such holder Merger Stockholder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 12.02. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation agreement against any claim that may be made against Parent or the Surviving Corporation Company with respect to such Company Stock Certificate. At and after the Effective Time, each Company Stock Certificate shall, for all purposes, be deemed to evidence ownership of the number of shares of Parent Common Stock determined in accordance with Section 2.02 until such Company Stock Certificate has been surrendered by the holder thereof and replaced by a certificate or certificates representing Parent Common Stock. All shares of Parent Common Stock issuable to the Stockholders in the Merger shall be deemed for all purposes to have been issued by Parent at the Effective Time.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required requested by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.9(c)) that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.9, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.9(c)) as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At Subject to Section 1.8(b), at or as soon as practicable after the Effective Time, the holders of Company Common Stock shall be entitled to certificates representing Parent Common Stock as calculated pursuant to Section 1.5(a)(i). Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, specify and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or Subject to the provisions of Section 2.8 hereof, as soon as reasonably practicable after the Effective Time, Parent will send shall mail or otherwise deliver to each holder of record of a certificate (or certificates) which immediately prior to the holders Effective Time represented outstanding shares of Company Common Stock Certificates (the “Company Stock Certificates”) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Stock Certificate(s) shall pass, only upon delivery of the Company Stock Certificate(s) (or affidavits of loss in customary lieu of such certificates) (the “Letter of Transmittal”) to the Parent and shall be in such form and containing have such other provisions as Parent reasonably may reasonably specify, and (ii) instructions for use thereof in effecting the surrender of surrendering Company Stock Certificates Certificate(s) in exchange for certificates representing Parent Common Stockthe Merger Consideration. Upon surrender to the Parent of a Company Stock Certificate to Parent in proper form for exchangecancellation, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parenttransmittal, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (i) a certificate (or certificates) representing the such whole number of shares of Parent Common Stock that as such holder has the right is entitled to receive pursuant to the provisions of this Section 1, Article II in such denominations and registered in such names as such holder may request. The shares represented by the Company Stock Certificate so surrendered shall forthwith be canceledcancelled. Without limiting the generality of the foregoing (and notwithstanding any other provisions of this Agreement), no interest shall be paid or accrued in respect of any of the Merger Consideration payable to holders of Company Common Stock in accordance with this Article II. The Letter of Transmittal shall provide (A) procedures for holders whose Company Stock Certificates are lost, stolen, or destroyed to receive the Merger Consideration, and (B) procedures for the transfer of ownership of shares of the Company Common Stock that is not registered on the stock transfer books and records of the Company. Until surrendered as contemplated by in accordance with this Section 1.72.3 and as specified in the Letter of Transmittal, each Company Stock Certificate shall be deemed, deemed at all times from and after the Effective Time, Time to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock CertificateMerger Consideration.

Exchange of Certificates. (a) At or as soon as practicable Within five business days after the Effective TimeClosing Date, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common StockStock and the Fractional Share Amount, if any. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 11.5 (and the Fractional Share Amount, if any), and (2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.7(a), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and the Fractional Share Amount, if any) as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after Within two business days following the Effective Timeexecution of this Agreement, Parent will send to provide the holders of Company Stock Certificates (i) with a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, specify and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stocka cash payment pursuant to Section 1.5 of this Agreement. The Company will distribute such letter of transmittal and instructions to each Company shareholder that does not perfect its dissenters' rights and is otherwise entitled to receive cash pursuant to Section 1.5 (a "Merger Shareholder"). Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, from and after the Effective Time, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing check in the number of shares of Parent Common Stock amount that such holder has the right to receive pursuant to the provisions of Section 1.5 of this Section 1Agreement, and the Company Stock Certificate so surrendered shall be canceled. Within one business day after Parent receives oral confirmation from the State Corporation Commission of the Commonwealth of Virginia that the articles of merger have been accepted for filing, Parent will (i) release and pay the amounts due to all holders of Company Stock Certificates who have surrendered their certificates along with their properly executed letters of transmittal prior to the Effective Time and (ii) repay the Investor Notes (as defined in Section 6.5(k)). Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares cash payment pursuant to Section 1.5 of Parent Common Stock as contemplated by this Section 1Agreement. 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 making of any cash and the issuance of any certificate representing Parent Common Stockpayment pursuant to this Agreement, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit of loss and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent StockTrans, Inc. (the "Exchange Agent") will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, specify and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stockthe Merger Consideration. Upon surrender of a Company Stock Certificate to Parent the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by ParentParent or the Exchange Agent, except for the Merger Consideration to be deposited in escrow pursuant to Section 1.10, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock Merger Consideration that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock the Merger Consideration as contemplated by this Section 1. 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 delivery of any cash and the issuance of any certificate representing Parent Common StockMerger Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.. As of the Effective Time, Parent shall (i) make available to the Exchange Agent, for the benefit of holders of Company Stock Certificates, for exchange in accordance with this Section 1.8, certificates representing shares of Parent Common Stock issuable pursuant to Section 1.8 in exchange for outstanding Converted

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may reasonably be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.11, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.. (b) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of any fractional share shall be paid to any such holder, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.11 (at which time such holder shall be entitled to receive all such dividends and distributions and such cash payment). 6 13 (c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates for any such fractional shares shall be issued. In lieu of such fractional shares, any holder of capital stock of the Company who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, upon surrender of such holder's Company Stock Certificate(s), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the Designated Parent Stock Price. (d) Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of capital stock of the Company pursuant to this Agreement such amounts as Parent or the Surviving Corporation may be required to deduct or withhold therefrom under the Code or under any provision of state, local or foreign tax law. To the extent such amounts are so deducted or withheld, 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) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of capital stock of the Company for 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, escheat or similar law. 1.12

Exchange of Certificates. After the Effective Time, each holder of a certificate or certificates theretofore representing issued and outstanding Softkat Common Shares (aother than the Dissenting Shares and Excluded Shares) At shall, upon the surrender of such certificates to ESYNCH, or an exchange agent designated by ESYNCH, be entitled to receive, in exchange for each of the shares represented by such certificate or certificates so surrendered, an amount in ESYNCH New Common Shares equal to the Merger Consideration, less any required withholding of Taxes (as soon as practicable hereinafter defined). The holder of a certificate that prior to the Merger represented issued and outstanding Softkat Common Shares shall have no rights, after the Effective Time, Parent will send with respect to such shares except to surrender the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates certificate in exchange for certificates representing Parent Common Stock. Upon surrender of the Merger Consideration, without interest thereon or, if applicable, to perfect such rights as a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that Dissenting Shares as such holder has the right to receive may have pursuant to the applicable provisions of this Section 1, and Chapter 13 of the Company Stock Certificate so surrendered shall be canceledCGCL. Until surrendered as contemplated by this Section 1.7, each Company Stock Certificate shall be deemed, from and Within five (5) business days after the Effective Time, the Surviving Corporation will send to represent only each holder of Softkat Common Shares at the right to receive upon Effective Time a letter of transmittal for use in such surrender a exchange. In the event any certificate representing shares of Parent Common Stock as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent upon the making of an affidavit of that fact by the person claiming such certificate to the payment of any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such be lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreementand, indemnifying Parent and if required by the Surviving Corporation, the posting by such person of a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against Parent or the Surviving Corporation it with respect to such Company Stock Certificatecertificate, ESYNCH will deliver, or cause to be delivered, in exchange for such lost, stolen or destroyed certificate, certificates representing the Merger Consideration payable in respect thereof.

Exchange of Certificates. (a) At the Closing, the Shareholders and the Company shall deliver to Parent stock certificates evidencing all the Company Common Stock, each in form suitable for transfer, endorsed in blank or as soon as practicable after with executed blank stock transfer powers, along with stock book, stock transfer ledger, minute book and any corporate seal of the Effective Time, Parent will send to Company. Upon the holders surrender and exchange of a certificate theretofore representing shares of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate each Shareholder shall be entitled to receive in exchange therefor issued a certificate representing the number of shares of Parent Common Stock that to which such holder has person is entitled pursuant to Section 1.5(a), and the certificate theretofore representing shares of Company Common Stock shall forthwith be canceled. Until so surrendered and exchanged, each certificate theretofore representing shares of Company Common Stock shall represent solely the right to receive Parent Common Stock into which the shares it theretofore represented shall have been converted pursuant to the provisions of this Section 11.5(a), and the Company Surviving Corporation shall not be required to pay the Shareholder thereof Parent Common Stock Certificate so surrendered to which such Shareholder otherwise would be entitled; provided that procedures allowing for payment against lost or destroyed certificates against receipt of customary and appropriate certifications and indemnities shall be canceledprovided. Until surrendered as contemplated by this Section 1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares All certificates of Parent Common Stock as contemplated issued pursuant hereto shall bear the following legend: "The securities evidenced by this Section 1. If any Company Stock Certificate shall certificate have not been registered under the Securities Act of 1933, as amended, and have been lost, stolen or destroyed, Parent may, in its discretion taken for investment purposes only and as not with a condition precedent view to the payment distribution thereof, and, except as stated in an agreement between the holder of any cash this certificate, or its predecessor in interest, and the issuance issuer corporation, such securities may not be sold or transferred unless there is an effective registration statement under said Act covering such securities or such sale or transfer is exempt from the registration and prospectus delivery requirements of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificatesaid Act."

Exchange of Certificates. (a) At or as As soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 11 (and cash in lieu of any fractional share of Parent Common Stock), and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Target Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Target Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Target Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Target Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Target Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.12, each Company Target Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. If any Company Target Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Target Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Target Stock Certificate.

Exchange of Certificates. (aA) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, Parent the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (subject to Section 8.3) a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock as described in Section 1.8(c)) as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required requested by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor therefore a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 12.5, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.72.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 12. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as soon as practicable after the Effective TimeClosing Date, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.8, each Company Stock Certificate shall be deemed, from and after the Effective TimeClosing Date, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. 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 cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and to deliver to a bond (in such sum as Parent an affidavit and may reasonably direct) as indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) At or as As soon as reasonably practicable after following the Effective Time, Parent will send deliver to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specifyspecify (which letter of transmittal shall contain provisions allowing for each Company Stockholder to become a party to the Parent Financing Agreements and specifically providing that each Company Stockholder shall agree to enter into a customary lock-up agreement in the event of an initial public offering of Parent Common Stock identical in all material respects to the lock-up agreement that other holders of Parent Common Stock will be required to execute) (a "Letter of Transmittal"), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common StockCertificates. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter Letter of transmittal Transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock Merger Consideration that such holder has the right to receive pursuant to the provisions of this Section 11.5, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.71.9, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Merger Consideration upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 11.9. 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 delivery of any cash and the issuance of any certificate representing Parent Common StockMerger Consideration therefor, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificateof lost certificate.