Common use of Surrender of Certificates Clause in Contracts

Surrender of Certificates. (a) Prior to the Closing, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. Prior to the Closing, Parent shall deposit or cause to be deposited with the Paying Agent sufficient funds to pay the aggregate Merger Consideration payable in respect of the Shares (other than Shares cancelled or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (the “Payment Fund”). With respect to any Dissenting Shares, Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designee. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares and the payment of the Merger Consideration in respect of the Shares.

Surrender of Certificates. Within five (a5) Prior to Business Days after the ClosingEffective Time, Parent shall designate cause the Exchange Agent to mail to each Participating Stockholder a bank or trust company reasonably acceptable to the Company to act as agent letter of transmittal (the “Paying AgentLetter of Transmittal”) for the holders in customary form (which shall specify that delivery shall be effected, and risk of Shares to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. Prior loss and title to the ClosingCertificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other customary provisions as Parent may reasonably specify). Upon receipt by the Exchange Agent of the Certificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other documents as Parent shall reasonably require, Parent shall deposit cause the Exchange Agent to promptly deliver or cause pay depending upon the Payment Type to such HoldCo Stockholder that portion of the Merger Consideration which such HoldCo Stockholder has the right to receive pursuant to Section 2.1(b) and any other amount which such HoldCo Stockholder has the right to receive pursuant to Section 2.1(d). In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be deposited with lost, stolen or destroyed, Parent shall cause the Paying Exchange Agent, as promptly as practicable following the receipt by the Exchange Agent sufficient funds and Parent of the foregoing documents, to pay in exchange for such lost, stolen or destroyed Certificate that portion of the aggregate Merger Consideration that such HoldCo Stockholder has the right to receive pursuant to Section 2.1(b) and any other amount payable pursuant to Section 2.1(d) represented by the lost, stolen or destroyed Certificate in exchange therefor which the HoldCo Stockholder has the right to receive. The Board of Directors of Parent may in its discretion and as a condition precedent to the payment thereof, require the owner of such lost, stolen or destroyed Certificate to provide to Parent an indemnity agreement or bond (not to exceed $100) against any claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or destroyed. From and after the Effective Time, no shares of HoldCo Capital Stock will be deemed to be outstanding, and holders of Certificates formerly representing such HoldCo Capital Stock shall cease to have any rights with respect thereto except as provided herein or by Applicable Law. At the Effective Time, the stock transfer books of HoldCo shall be closed and no transfer of HoldCo Capital Stock shall thereafter be made. If, after the Effective Time, Certificates formerly representing shares of HoldCo Capital Stock are presented to Parent or the Surviving Entity, they shall be cancelled and exchanged for that portion of the Merger Consideration payable in respect of the Shares (other than Shares cancelled or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (the “Payment Fund”). With respect to any Dissenting Shares, Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designee. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, HoldCo Capital Stock in connection accordance with the exchange of Shares and the payment of the Merger Consideration in respect of the SharesSection 2.1(b).

Surrender of Certificates. (a) Prior to the ClosingComputershare, Parent Inc., a Delaware Corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Paying Exchange Agent”) for in the holders Merger. The Company may distribute to each holder of Shares to receive the funds to record of a certificate or certificates which holders of such Shares shall become entitled pursuant to this Agreement. Prior immediately prior to the ClosingFirst Effective Time represented shares of Company Capital Stock (the “Certificates”) a letter of transmittal (the “Letter of Transmittal”) in substantially the form attached hereto as Exhibit G. Subject to receipt by the Exchange Agent of the Certificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other documents as Parent or the Exchange Agent shall deposit require, the Exchange Agent shall on the Closing Date or as soon thereafter as reasonably practicable, subject to the terms of Section 2.3 (regarding the depositing in escrow of the Escrow Amount and Patent Escrow Amount), cause to be deposited with the Paying Agent sufficient funds delivered to pay the aggregate Merger Consideration payable in respect such holders that portion of the Shares (other than Shares cancelled or converted Total Stockholder Consideration which such Company Stockholder has the right to receive pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (the “Payment Fund”Section 2.2(a)(iii). With respect to any Dissenting SharesAs soon as reasonably practicable after the Closing Date, Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designee. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges Exchange Agent to mail a Letter of Transmittal to each holder of a Certificate that has not yet provided to the Exchange Agent a completed Letter of Transmittal and expenses, including those upon receipt of the Paying AgentCertificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other documents as Parent or the Exchange Agent shall require, the Exchange Agent shall, subject to the terms of Section 2.3 (regarding the depositing in connection with the exchange of Shares and the payment escrow of the Merger Consideration in respect Escrow Amount and Patent Escrow Amount), cause to be delivered to such Company Stockholder that portion of the SharesTotal Consideration which such Company Stockholder has the right to receive pursuant to Section 2.2(a)(iii). In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, and provided such Person shall have provided to Parent an indemnity agreement or bond (in each case in a form and substance determined by the Board of Directors of Parent in the exercise of its discretion) against any claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or destroyed, the Exchange Agent shall, as soon as reasonably practicable following the receipt by the Exchange Agent of the foregoing documents, subject to the terms of Section 2.3 (regarding the deposit of the Escrow Amount and Patent Escrow Amount), issue in exchange for such lost, stolen or destroyed Certificate that portion of the Total Consideration and any other amount payable pursuant to Section 2.2(a)(iii) represented by the lost, stolen or destroyed Certificate in exchange therefore which the Company Stockholder has the right to receive.

Surrender of Certificates. Within five (a5) Prior to Business Days after the ClosingEffective Time, Parent shall designate cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a bank certificate or trust company reasonably acceptable certificates which immediately prior to the Company to act as agent Effective Time represented shares of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock (collectively, the “Certificates”) a letter of transmittal (the “Paying AgentLetter of Transmittal”) for the holders in customary form (which shall specify that delivery shall be effected, and risk of Shares to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. Prior loss and title to the ClosingCertificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other customary provisions as Parent may reasonably specify). Upon receipt by the Exchange Agent of the Certificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other documents as Parent shall reasonably require, Parent shall deposit cause the Exchange Agent to promptly deliver or cause pay depending upon the Payment Type to such Company Stockholder that portion of the Merger Consideration which such Company Stockholder has the right to receive pursuant to Section 2.3(c) and any other amount which such Company Stockholder has the right to receive pursuant to Section 2.3(g), except for that portion being deposited in the Escrow Fund. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be deposited with lost, stolen or destroyed, Parent shall cause the Paying Exchange Agent, as promptly as practicable following the receipt by the Exchange Agent sufficient funds and Parent of the foregoing documents, to pay in exchange for such lost, stolen or destroyed Certificate that portion of the aggregate Merger Consideration that such Company Stockholder has the right to receive pursuant to Section 2.3(c) and any other amount payable pursuant to Section 2.3(g) represented by the lost, stolen or destroyed Certificate in exchange therefor which the Company Stockholder has the right to receive. The Board of Directors of Parent may in its discretion and as a condition precedent to the payment thereof, require the owner of such lost, stolen or destroyed Certificate to provide to Parent an indemnity agreement or bond (not to exceed $100) against any claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or destroyed. From and after the Effective Time, no shares of Company Capital Stock will be deemed to be outstanding, and holders of Certificates formerly representing such Company Capital Stock shall cease to have any rights with respect thereto except as provided herein or by Applicable Law. At the Effective Time, the stock transfer books of Company shall be closed and no transfer of Company Capital Stock shall thereafter be made. If, after the Effective Time, Certificates formerly representing shares of Company Capital Stock are presented to Parent or the Surviving Corporation, they shall be cancelled and exchanged for that portion of the Merger Consideration payable in respect of the Shares (other than Shares cancelled or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (the “Payment Fund”). With respect to any Dissenting Shares, Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designee. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, Company Capital Stock in connection accordance with the exchange of Shares and the payment of the Merger Consideration in respect of the SharesSection 2.3(c).

Surrender of Certificates. (a) Prior to the Closing, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of Shares and to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. The agreement pursuant to which Parent designates the Paying Agent shall be in form and substance reasonably acceptable to the Company and Parent. Prior to the Closing, Parent shall deposit or cause to be deposited with the Paying Agent sufficient funds to pay the aggregate Merger Consideration payable in respect of the Shares (other than Shares cancelled or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting SharesSection 1.4(a)(iii) (the “Payment Fund”). With respect to any Dissenting Shares, Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent appraisal under the MBCADGCL. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentencesentences, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II I or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement, and (iii) such investments shall be in (A) short-term direct obligations of or guaranteed by the United States of America, (B) short-term commercial paper obligations, (C) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5 billion, or (D) money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designee, except as provided in Section 1.5(c). The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares and the payment of the Merger Consideration in respect of the Shares.

Surrender of Certificates. (a) Prior to As soon as practicable after the ClosingEffective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company person appointed by ServiceMaster to act as exchange agent to effect the exchange of certificates (the “Paying "Exchange Agent”") for shall mail to each holder of record of a certificate or certificates (the holders of Shares to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. Prior "Certificates") that immediately prior to the Closing, Parent shall deposit or cause to be deposited with the Paying Agent sufficient funds to pay the aggregate Merger Consideration payable in respect of the Effective Time represented outstanding Shares (other than Shares cancelled excluded from conversion under clauses (i) - (iii) in Section 2.2) a form letter of transmittal for return to the Exchange Agent (which form shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the certificates in exchange for the Merger Price. From time to time at or converted following the Effective time, ServiceMaster shall deposit with the Exchange Agent in trust for the benefit of the holders immediately available funds in an amount necessary to make the payments contemplated by Section 2.2 hereof on a timely basis (such amount being hereinafter referred to as the "Payment Fund"). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ServiceMaster and Barefoot, together with such letter of transmittal and such documentation as shall be necessary effectively to transmit the Certificate for cancellation, duly executed, the holder of such Certificates shall be entitled to receive in exchange therefor the Merger Price, and the Certificate so surrendered shall forthwith be canceled. The Exchange Agent shall, pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (irrevocable instructions, make the “Payment Fund”). With respect payments referred to any Dissenting Shares, Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect sentence out of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designeePayment Fund. The Payment Fund shall not be used for any other purposepurpose except as described herein. The Surviving Corporation Until surrendered and exchanged, each such certificate shall represent solely the right to receive the Merger Price for each Share previously represented by that certificate, and ServiceMaster shall not be required to pay the holder thereof any property, stock or cash to which such holder otherwise would be entitled as a holder of Barefoot Common Stock, provided that customary and appropriate procedures allowing for the surrender and exchange of former Shares represented by lost or destroyed certificates shall be provided. (and Parent shall cause the Surviving Corporation tob) pay all charges and expenses, including those Any cash in respect of the Paying AgentMerger Price delivered or made available to the Exchange Agent pursuant to this Section 2.3 and not exchanged for Certificates within one year after the Effective Time pursuant to this Section 2.3 shall be returned by the Exchange Agent to ServiceMaster, after which time persons entitled thereto may look only to ServiceMaster for payment thereof, subject to the rights of holders of unsurrendered Certificates under this Article II and subject to any applicable abandoned property, escheat or similar law. (c) If the Merger Price is to be issued to a person whose name is other than that in connection with which the Certificate surrendered in exchange therefor is registered, it shall be a condition of Shares the issuance thereof that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of the Merger Consideration in respect Price to a person whose name is other than that of the Shares.registered holder of the Certificate so surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of any Certificate for any amount paid to or deposited with a public official pursuant to any applicable abandoned property, escheat or similar law. 3

Surrender of Certificates. (a) Prior to As promptly as practicable after the ClosingEffective Time, Parent shall designate cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a bank certificate or trust company reasonably acceptable certificates which immediately prior to the Effective Time represented shares of Company to act as agent Common Stock (the “Paying AgentCertificates”) for a letter of transmittal (the holders “Letter of Shares to receive the funds to Transmittal”) in customary form (which holders shall specify that delivery shall be effected, and risk of such Shares shall become entitled pursuant to this Agreement. Prior loss and title to the ClosingCertificates shall pass, only upon delivery of the Certificates to Parent and shall contain such other customary provisions as Parent may reasonably specify). Upon receipt of the Certificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other documents as Parent shall reasonably require, Parent shall deposit cause the Exchange Agent to deliver to such Company Stockholder that portion of the Total Consideration which such Company Stockholder has the right to receive pursuant to Section 2.1(c) and any other amount which such Company Stockholder has the right to receive pursuant to Section 2.1(c). In the event any Certificate shall have been lost, stolen or cause destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be deposited with the Paying Agent sufficient funds to pay the aggregate Merger Consideration payable in respect of the Shares (other than Shares cancelled lost, stolen or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (the “Payment Fund”). With respect to any Dissenting Sharesdestroyed, Parent shall only cause the Exchange Agent to, as promptly as practicable following the receipt by the Exchange Agent and Parent of the foregoing documents, issue in exchange for such lost, stolen or destroyed Certificate that portion of the Total Consideration and any other amount payable pursuant to Section 2.1(c) represented by the lost, stolen or destroyed Certificate in exchange therefor which the Company Stockholder has the right to receive. The Board of Directors of Parent may in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to provide to Parent an indemnity agreement or bond against any claim that may be required made against Parent with respect to deposit the Certificate alleged to have been lost, stolen or cause destroyed. From and after the Effective Time, no shares of Company Common Stock will be deemed to be deposited outstanding, and holders of Certificates formerly representing such Company Common Stock shall cease to have any rights with respect thereto except as provided herein or by Applicable Law. At the Paying Agent funds sufficient Effective Time, the stock transfer books of Company shall be closed and no transfer of Company Common Stock shall thereafter be made. If, after the Effective Time, Certificates formerly representing shares of Company Common Stock are presented to pay Parent or the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes Surviving Corporation, they shall be cancelled and exchanged for any reason below the level required to make prompt payment that portion of the amounts described in the preceding sentence, Parent Total Consideration and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the any other amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designee. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, Company Common Stock in connection accordance with the exchange of Shares and the payment of the Merger Consideration in respect of the SharesSection 2.1(c).

Surrender of Certificates. (a) Prior In the event that Definitive Series A Preferred Stock Certificates have been issued pursuant to Section 14(n), the Holders to be redeemed pursuant to this Section 6 shall surrender the Definitive Series A Preferred Stock Certificates representing such shares to the ClosingTransfer Agent, Parent shall designate a bank duly assigned or trust company reasonably acceptable endorsed for transfer to the Company (or accompanied by duly executed stock powers relating thereto), or, in the event the Definitive Series A Preferred Stock Certificates are lost, stolen, missing, destroyed or mutilated, shall deliver an affidavit of loss, together with any bond reasonably required by the Company or the Transfer Agent, at the principal executive office of the Transfer Agent or such other place as the Company may from time to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. Prior time designate by notice to the ClosingHolders, Parent and each surrendered Definitive Series A Preferred Stock Certificate shall deposit or cause to be deposited with canceled and retired and the Paying Agent sufficient funds to pay the aggregate Merger Consideration payable in respect of the Shares (other than Shares cancelled or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (the “Payment Fund”). With respect to any Dissenting Shares, Parent Company shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to thereafter make prompt payment of the amounts described in Redemption Price, as applicable, by certified check or wire transfer of immediately available funds; provided that, to the preceding sentenceextent such Definitive Series A Preferred Stock Certificates represent a greater number of shares than the shares actually redeemed, Parent and Merger Sub the Holders shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as in addition to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designee. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares and receiving the payment of the Merger Consideration in respect Redemption Price for each redeemed share, receive a new Definitive Series A Preferred Stock Certificate for those shares of the SharesSeries A Preferred Stock not so redeemed. Any shares of the Series A Preferred Stock redeemed in accordance with this Section 6 shall not be reissuable by the Company, and the Company shall take all steps necessary to retire and cancel such shares.

Surrender of Certificates. (a) Prior to the ClosingOffer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. Prior to At the Closing, Parent shall deposit or cause to be deposited with the Paying Agent sufficient funds to pay the aggregate Merger Consideration payable in respect of the Shares (other than Shares cancelled or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (the “Payment Fund”). With respect to any Dissenting Shares, Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreementlosses. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designeeParent. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares and the payment of the Merger Consideration in respect of the Shares.

Surrender of Certificates. (a) Prior to the ClosingEffective Time, Parent Buyer shall designate Mellon Trust of New England, N.A., or, if not Mellon Trust of New England, N.A., then a United States bank or trust company designated by Buyer and reasonably acceptable to the Company to act as exchange agent (the “Paying Exchange Agent”) in the Merger. On the Closing Date, Buyer shall deposit with the Exchange Agent for exchange in accordance with this Section 2.4 the holders of Shares to receive the funds to which holders of such Shares shall become entitled Closing Cash Amount pursuant to this Agreement. Prior to Section 2.1 in exchange for outstanding shares of Company Capital Stock (excluding the Closing, Parent shall deposit or cause to be deposited with the Paying Agent sufficient funds to pay the aggregate Merger Consideration payable in respect of the Shares (other than Shares cancelled or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Rollover Shares) (the “Payment Fund”). With respect to any Dissenting Shares, Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that, Buyer shall deposit the Escrow Amount with the Escrow Agent pursuant to Section 2.1(e) and the terms of the Escrow Agreement. As promptly as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record (as of the Effective Time) of a certificate or certificates which immediately prior to the Effective Time represented shares of Company Capital Stock (the “Certificates”) a letter of transmittal (the “Letter of Transmittal”) in customary form (which shall specify that (idelivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other customary provisions as Buyer may reasonably specify). Upon receipt of the Certificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other documents as the Exchange Agent shall reasonably require, the Exchange Agent shall cause to be delivered to such Company Stockholder that portion of the Total Consideration which such Company Stockholder has the right to receive pursuant to Section 2.1(c) no and any other amount which such investment Company Stockholder has the right to receive pursuant to the terms hereof. In the event any Certificate shall have been lost, stolen or losses thereon shall relieve Parent from destroyed, upon the making of an affidavit of that fact by the payments required Person claiming such Certificate to be lost, stolen or destroyed by this Article II the holder thereof pursuant to which such holder would agree to indemnify Buyer and its Affiliates against any claim that may be made against Buyer or affect its Affiliates, the amount Exchange Agent shall, as promptly as practicable following the receipt by the Exchange Agent of Merger the foregoing documents, issue in exchange for such lost, stolen or destroyed Certificate that portion of the Total Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest Section 2.1(c) represented by the lost, stolen or other amounts earned with respect to such funds shall be paid to Parent or its designee. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, destroyed Certificate in connection with the exchange of Shares and the payment of the Merger Consideration in respect of the Sharestherefore.

Surrender of Certificates. As contemplated in Section 5.09, each Company Stockholder (aincluding each holder of record of a certificate representing outstanding shares of Company Stock (collectively, the “Certificates”)) Prior shall receive the Information Statement as soon as practicable after the date hereof, which Information Statement shall include instructions for use in effecting the surrender of Certificates in exchange for the Per Share Merger Consideration contemplated to be paid to the Closingholders of Company Stock pursuant to this Section 2.03, subject to adjustment as provided in this Article II. As a condition precedent to each Company Stockholder’s (other than the Option Holders, with respect to such Person’s Options) receipt of his, her or its portion of the Merger Consideration, such Company Stockholder shall (A) surrender such Certificate to Parent shall designate for cancellation (or, if such Certificate has been lost, stolen or destroyed, make an affidavit of that fact with appropriate indemnification, in a bank or trust company form reasonably acceptable to Parent and the Representative), and (B) deliver to the Paying Agent or the Company (who shall provide copies to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. Prior to the ClosingParent and, Parent shall deposit or cause to be deposited if necessary in accordance with the Paying Agent sufficient funds Agreement, the Paying Agent) an executed Letter of Transmittal and an IRS Form W-9 or equivalent tax form (provided, if any Company Stockholder fails to pay provide an IRS Form W-9 or equivalent tax form, the aggregate only recourse shall be withholding in accordance with Section 2.08). Upon receipt by Parent of the items set forth in the immediately preceding sentence (but in no event earlier than the Effective Time), the holder of such Certificate shall be entitled to receive in exchange therefor, the Per Share Merger Consideration payable subject to adjustment as provided in respect of the Shares (other than Shares cancelled or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (the “Payment Fund”). With respect to any Dissenting Shares, Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount for each share of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any Company Stock represented by such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designee. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (Certificate, and Parent shall cause the Surviving Corporation toPaying Agent to pay such Per Share Merger Consideration (i) pay on the Closing Date if all charges and expenses, including those deliveries from the applicable holder of Company Stock are received by Parent (or the Paying AgentAgent if necessary in accordance with the Paying Agent Agreement) at least one (1) Business Day prior to the Closing Date or (ii) otherwise within five (5) Business Days after the date of receipt by Parent (or the Paying Agent on behalf of Parent) of such deliveries from the applicable holder of Company Stock, in connection with each case by wire transfer (or other payment method selected by the exchange applicable holder of Shares Company Stock), and the Certificate so surrendered shall forthwith be cancelled upon payment thereof by Parent; provided that Representative shall reasonably cooperate with Parent in its efforts to cause such payments to occur and Representative shall be entitled to request updates as to the collection process and copies of any such documentation received by Parent. No interest will be paid or accrued on any portion of the Merger Consideration payable to holders of Certificates. In the event of a transfer of ownership of Company Stock that is not registered in respect the transfer records of the SharesCompany, payment may be made to a transferee if the Certificate representing such Company Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid (in each case, to the reasonable satisfaction of Parent).

Surrender of Certificates. As soon as practicable after the Effective Time (a) Prior to but in no event more than five business days after the ClosingEffective Time), Parent the Surviving Corporation shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. Prior to the Closing, Parent shall deposit or cause to be deposited with the Paying Agent sufficient funds mailed to pay the aggregate Merger Consideration payable in respect each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (other than Shares cancelled or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Sharesthe associated Company Rights) (the “Payment Fund”"Certificates"). With respect , a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to any Dissenting Sharesthe Certificates shall pass, Parent shall only be required upon proper delivery of the Certificates to deposit or cause to be deposited with the Paying Agent funds sufficient to pay Agent, and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent and the aggregate Merger Consideration payable Surviving Corporation shall reasonably specify) and instructions for use in respect effecting the surrender of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes Certificates for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the amount instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of any such losses Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share (and (iithe associated Company Right) no formerly represented by such investment Certificate, and such Certificate shall have maturities that could prevent then be cancelled. Until so surrendered, each Certificate will represent, from and after the Effective Time, only the right to receive the Merger Consideration in cash as contemplated by this Article II. No interest shall be paid or delay payments accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made pursuant to this Agreement. Any and all interest or a Person other amounts earned with respect to such funds than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid to Parent or its designee. The Payment Fund shall not be used for any transfer and other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those taxes required by reason of the Paying Agent, in connection with the exchange of Shares and the payment of the Merger Consideration in respect to a Person other than the registered holder of the SharesCertificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. As used in this Agreement, "Person" means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (as defined in the Exchange Act).

Surrender of Certificates. (a) Prior Immediately upon the Closing and pursuant to the Closingterms of an exchange agent agreement entered into by and among Macrovision, Parent shall designate a bank or trust company reasonably acceptable to the Company to act Company, the Representative and Xxxxx Fargo Bank, National Association, as exchange agent (the “Paying Exchange Agent”), Macrovision shall deposit with the Exchange Agent the Total Consideration, less the Escrow Holdback Amount and the Employee Retention Escrow Amount. The Exchange Agent shall mail to each holder of record (as of the Effective Time) of a certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) a letter of transmittal (the “Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other customary provisions as the Exchange Agent may reasonably specify). Upon receipt of the Certificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other documents as the holders Exchange Agent shall reasonably require, the Exchange Agent shall, subject to the terms of Shares Section 2.3, cause to be promptly paid and delivered to such Company Stockholder that portion of the Total Consideration which such Company Stockholder has the right to receive to receive at the funds to which holders of such Shares shall become entitled Effective Time pursuant to this Agreement. Prior In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent shall, as promptly as practicable following the receipt by the Exchange Agent of the foregoing documents, subject to the Closingterms of Section 2.3, Parent shall deposit issue in exchange for such lost, stolen or cause to be deposited with the Paying Agent sufficient funds to pay the aggregate Merger Consideration payable in respect destroyed Certificate that portion of the Shares (Total Consideration and any other than Shares cancelled or converted amount payable pursuant to Sections 2.4(a)(iSection 2.1(c) represented by the lost, stolen or destroyed Certificate in exchange therefore which the Company Stockholder has the right to receive. The Exchange Agent may in its discretion and 2.4(a)(ii) and Dissenting Shares) (as a condition precedent to the “Payment Fund”). With respect to any Dissenting Sharesissuance thereof, Parent shall only be required to deposit or cause to be deposited with require the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect owner of such Dissenting Shares if the holder thereof fails lost, stolen or destroyed Certificate to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Exchange Agent in the amount of an indemnity agreement against any such losses and (ii) no such investment shall have maturities claim that could prevent or delay payments to may be made pursuant to this Agreement. Any and all interest against Macrovision or other amounts earned the Exchange Agent with respect to such funds shall be paid the Certificate alleged to Parent have been lost, stolen or its designee. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares and the payment of the Merger Consideration in respect of the Sharesdestroyed.

Surrender of Certificates. As soon as practicable after the date hereof but no later than promptly following the Effective Time, the Company or its designee shall mail to each holder of record of a certificate representing outstanding shares of Company Stock (acollectively, the “Certificates”) Prior (1) a letter of transmittal (which shall specify (x) that delivery of a Certificate shall be effected, and risk of loss and title to such Certificate shall pass, only upon proper delivery of such Certificate to Parent and (y) include the acknowledgment and agreement by the Company Stockholder that the Equity Agreements were automatically terminated upon the Effective Time, except for those provisions of the Equity Agreements that survive such termination in accordance with their terms) and (2) instructions for use in effecting the surrender of Certificates in exchange for the Per Share Merger Consideration contemplated to be paid to the Closingholders of Company Stock pursuant to this Section 2.03. As a condition precedent to each Certificate holder’s receipt of his, her or its portion of the Merger Consideration, such holder shall (A) surrender such Certificate to Parent shall designate for cancellation (or, if such Certificate has been lost, stolen or destroyed, make an affidavit of that fact with appropriate indemnification, in a bank or trust company form reasonably acceptable to Parent and the Company to act as agent Representative), and (B) deliver an executed letter of transmittal. Upon receipt by Parent of the “Paying Agent”) for items set forth in the holders immediately preceding sentence (but in no event earlier than the Effective Time), the holder of Shares such Certificate shall be entitled to receive in exchange therefor, the funds to which holders Per Share Merger Consideration for each share of Company Stock represented by such Shares shall become entitled pursuant to this Agreement. Prior to the ClosingCertificate, and Parent shall deposit or cause to be deposited with the Paying Agent sufficient funds to pay the aggregate such Per Share Merger Consideration payable in respect of the Shares (other than Shares cancelled or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (the “Payment Fund”). With respect to any Dissenting Shares, Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve on the Closing Date if all deliveries from the applicable holder of Company Stock are received by Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds at least one (1) Business Day prior to the Paying Agent in the amount of any such losses and Closing Date or (ii) no otherwise within five (5) Business Days after the date of receipt by Parent of such investment deliveries from the applicable holder of Company Stock, in each case by delivery of a certified or bank cashier’s check or by wire transfer, and the Certificate so surrendered shall have maturities that could prevent or delay payments to forthwith be made pursuant to this Agreementcancelled upon payment thereof by Parent. Any and all No interest or other amounts earned with respect to such funds shall will be paid to Parent or its designee. The Payment Fund shall not be used for accrued on any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares and the payment portion of the Merger Consideration payable to holders of Certificates. In the event of a transfer of ownership of Company Stock that is not registered in respect the transfer records of the SharesCompany, payment may be made to a transferee if the Certificate representing such Company Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Surrender of Certificates. (a) Prior to the ClosingComputershare Investor Services, Parent LLC shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Paying Exchange Agent”) for the holders of Shares to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. Prior to the Closing, Parent shall deposit or cause to be deposited with the Paying Agent sufficient funds to pay the aggregate Merger Consideration payable in respect of the Shares (other than Shares cancelled or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (the “Payment Fund”). With respect to any Dissenting Shares, Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentenceMerger. As soon as reasonably practicable after the First Effective Time, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designee. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those Exchange Agent to mail to each holder of record (as of the Paying Agent, First Effective Time) of a certificate or certificates which immediately prior to the First Effective Time represented shares of Company Capital Stock (the “Certificates”) a letter of transmittal (the “Letter of Transmittal”) in connection with the exchange of Shares customary form (which shall be agreed upon by Parent and the payment Stockholder Representatives prior to distribution thereof and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Merger Consideration in respect Certificates to the Exchange Agent and shall contain such other customary provisions as Parent may reasonably specify). Upon receipt of the SharesCertificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other related documents as Parent or the Exchange Agent shall reasonably require, the Exchange Agent shall cause to be delivered to such Company Stockholder that portion of the Total Closing Consideration which such Company Stockholder has the right to receive pursuant to Section 2.1(a)(iii) as soon as reasonably practicable following the Exchange Agent’s receipt of such materials. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person in the Letter of Transmittal claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent shall, as soon as reasonably practicable following the receipt by the Exchange Agent of the foregoing documents issue in exchange for such lost, stolen or destroyed Certificate that portion of the Total Closing Consideration and any other amount payable pursuant to Section 2.1(a)(iii) represented by the lost, stolen or destroyed Certificate in exchange therefore which the Company Stockholder has the right to receive. The Board of Directors of Parent may in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to provide to Parent an indemnity agreement or bond against any claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Surrender of Certificates. (a) Prior to As soon as practicable after the ClosingEffective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company person appointed by ServiceMaster to act as exchange agent to effect the exchange of certificates (the “Paying "Exchange Agent”") for shall mail to each holder of record of a certificate or certificates (the holders of Shares to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. Prior "Certificates") that immediately prior to the Closing, Parent shall deposit or cause to be deposited with the Paying Agent sufficient funds to pay the aggregate Merger Consideration payable in respect of the Effective Time represented outstanding Shares (other than Shares cancelled excluded from conversion under clauses (i) - (iii) in Section 2.2) a form letter of transmittal for return to the Exchange Agent (which form shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the certificates in exchange for the Merger Price. From time to time at or converted following the Effective time, ServiceMaster shall deposit with the Exchange Agent in trust for the benefit of the holders immediately available funds in an amount necessary to make the payments contemplated by Section 2.2 hereof on a timely basis (such amount being hereinafter referred to as the "Payment Fund"). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ServiceMaster and Barefoot, together with such letter of transmittal and such documentation as shall be necessary effectively to transmit the Certificate for cancellation, duly executed, the holder of such Certificates shall be entitled to receive in exchange therefor the Merger Price, and the Certificate so surrendered shall forthwith be canceled. The Exchange Agent shall, pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (irrevocable instructions, make the “Payment Fund”). With respect payments referred to any Dissenting Shares, Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect sentence out of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designeePayment Fund. The Payment Fund shall not be used for any other purposepurpose except as described herein. The Surviving Corporation Until surrendered and exchanged, each such certificate shall (represent solely the right to receive the Merger Price for each Share previously represented by that certificate, and Parent ServiceMaster shall cause not be required to pay the Surviving Corporation to) pay all charges holder thereof any property, stock or cash to which such holder otherwise would be entitled as a holder of Barefoot Common Stock, provided that customary and expenses, including those of appropriate procedures allowing for the Paying Agent, in connection with the surrender and exchange of former Shares and the payment of the Merger Consideration in respect of the Sharesrepresented by lost or destroyed certificates shall be provided.

Surrender of Certificates. Within five (a5) Prior to Business Days after the ClosingEffective Time, Parent shall designate cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a bank certificate or trust company reasonably acceptable certificates which immediately prior to the Company to act as agent Effective Time represented shares of Series AA Preferred Stock or Series BB Preferred Stock (the “Paying AgentCertificates”) for a letter of transmittal (the holders “Letter of Shares to receive the funds to Transmittal”) in customary form (which holders shall specify that delivery shall be effected, and risk of such Shares shall become entitled pursuant to this Agreement. Prior loss and title to the ClosingCertificates shall pass, only upon delivery of the Certificates to Parent and shall contain such other customary provisions as Parent may reasonably specify). Upon receipt of the Certificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other documents as Parent shall reasonably require, Parent shall deposit cause the Exchange Agent to promptly deliver to such Company Stockholder that portion of the Merger Consideration which such Company Stockholder has the right to receive pursuant to Section 2.1(c) and any other amount which such Company Stockholder has the right to receive pursuant to Section 2.1(e). In the event any Certificate shall have been lost, stolen or cause destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be deposited with the Paying Agent sufficient funds to pay the aggregate Merger Consideration payable in respect of the Shares (other than Shares cancelled lost, stolen or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (the “Payment Fund”). With respect to any Dissenting Sharesdestroyed, Parent shall only cause the Exchange Agent, as promptly as practicable following the receipt by the Exchange Agent and Parent of the foregoing documents, to issue in exchange for such lost, stolen or destroyed Certificate that portion of the Merger Consideration and any other amount payable pursuant to Section 2.1(e) represented by the lost, stolen or destroyed Certificate in exchange therefor which the Company Stockholder has the right to receive. The Board of Directors of Parent may in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to provide to Parent an indemnity agreement against any claim that may be required made against Parent with respect to deposit the Certificate alleged to have been lost, stolen or cause destroyed. From and after the Effective Time, no shares of Company Capital Stock will be deemed to be deposited outstanding, and holders of Certificates formerly representing such Company Capital Stock shall cease to have any rights with respect thereto except as provided herein or by Applicable Law. At the Paying Agent funds sufficient Effective Time, the stock transfer books of Company shall be closed and no transfer of Company Capital Stock shall thereafter be made. If, after the Effective Time, Certificates formerly representing shares of Company Capital Stock are presented to pay Parent or the aggregate Surviving Corporation, they shall be cancelled and exchanged for that portion of the Merger Consideration and any other amount payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designee. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, Company Capital Stock in connection accordance with the exchange of Shares and the payment of the Merger Consideration in respect of the SharesSection 2.1(c).