Common use of Mechanics of Exchange Clause in Contracts

Mechanics of Exchange. At the Effective Time each PickAx Stockholder shall be entitled to surrender the certificate or certificates that immediately prior to the Effective Time represented the PickAx Stock (the "Certificates"), and which were cancelled and converted into the Omnis Stock pursuant to Section 3.1 hereof, to Omnis in exchange for a stock certificate or certificates representing such stockholder's allocable portion of Omnis Stock as herein provided. It shall be a condition of such exchange that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to Omnis. (j) From and after the Effective Time, there shall be no transfers on the stock transfer books of PickAx of the PickAx Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing the PickAx Stock set forth on Schedule I attached hereto are presented to Omnis for payment or for any other purpose, they shall be cancelled and exchanged for the applicable portion of Omnis Stock in accordance with the procedures set forth in this Section. (k) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of a bona fide affidavit of that fact by the PickAx Stockholder claiming such Certificate to be lost, stolen or destroyed, Omnis will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate a stock certificate or certificates representing the portion of Omnis Stock for which the shares of PickAx Stock represented by the Certificate have been exchanged in accordance with this Section 3. When authorizing such issuance in exchange therefor, Omnis may, in its discretion and as a condition precedent to the issuance thereof, require such PickAx Stockholder to give Omnis a bond in such sum as Omnis may direct as indemnity, or such other form of indemnity, as Omnis shall direct, against any claim that may be made against Omnis with respect to the Certificate alleged to have been lost, stolen or destroyed. (l) Omnis may, at its option, meet its obligations under this Section 3.2 through a bank or trust company selected by Omnis to act as exchange or transfer agent in connection with the Transactions. (m) If any stock certificate for Omnis Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall (i) pay to Omnis any transfer or other taxes required by reason of the issuance of certificates for such securities in a name other than that of the registered holder of the Certificate surrendered, or establish to the satisfaction of Omnis that such tax has been paid or is not applicable; and (ii) provide documentary evidence satisfactory to Omnis or its counsel establishing the right of such person to have such Omnis Stock issued in such name. (n) Notwithstanding any contrary provision of this Agreement, neither Omnis nor any officer or director or agent or employee thereof nor other party hereto shall be liable to a holder of shares of PickAx Stock for any portion of Omnis Stock, or dividends thereon, or in accordance with Section 3.1 hereof the cash payment for any fractional interests, delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein. (o) Each of the Exchange Agent, Omnis and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of PickAx Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. 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.

Mechanics of Exchange. (a) At the Effective Time Time, each PickAx Company Stockholder shall will be entitled to receive and, upon surrender to Parent of one or more Certificates held by such Company Stockholder and a duly executed letter of transmittal as described below, Parent shall be obligated, as soon as reasonably practicable (and in any event no later than ten (10) Business Days) after receipt of such Certificates and executed letters of transmittal, to deliver certificates representing that number of shares of Parent Common Stock and a check for the certificate or certificates that immediately prior to amount of cash, if any, into which the Effective Time represented the PickAx shares of Company Stock (the "Certificates"), and which were cancelled and held by such Company Stockholder are converted into the Omnis Stock pursuant to Section 3.1 hereof, to Omnis 2.3. Any shares of Parent Common Stock into which the shares of Company Stock convert in exchange for a stock certificate or certificates representing such stockholder's allocable portion of Omnis Stock as herein provided. It the Merger shall be a condition of such exchange that deemed to have been issued at the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to OmnisEffective Time. (jb) From As soon as reasonably practicable (and in any event no later than five (5) Business Days) after the Effective Time, there Parent shall mail to each holder of record of Company Stock entitled to receive Merger Consideration hereunder: (i) a letter of transmittal (which shall specify that delivery shall be no transfers on effected, and risk of loss to the stock transfer books Certificates, as appropriate, shall pass, only upon delivery of PickAx such Certificates to Parent and shall contain reasonable representations as to the Company Stockholder’s title to the shares represented by such Certificates), and (ii) instructions for use in effecting the surrender of the PickAx Certificates, as appropriate, in exchange for certificates evidencing shares of Parent Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing the PickAx Stock set forth on Schedule I attached hereto are presented to Omnis for payment or for any other purpose, they shall be cancelled and exchanged for the applicable portion of Omnis Stock in accordance with the procedures set forth in this Sectioncash. (kc) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of a bona fide an affidavit of that fact by the PickAx Stockholder person claiming such Certificate to be lost, stolen or destroyed, Omnis Parent will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate a stock certificate or certificates representing the portion shares of Omnis Parent Common Stock for and deliver the cash into which the shares of PickAx Company Stock represented by the such Certificate have been exchanged may be converted in accordance with this Section 32.3. When authorizing such issuance in exchange therefor, Omnis mayParent may require the owner of such lost, in its discretion and as a condition precedent to the issuance thereof, require such PickAx Stockholder stolen or destroyed Certificate to give Omnis a bond in Parent such sum as Omnis may direct as indemnity, or such other form of indemnity, as Omnis Parent shall reasonably direct, against any claim that may be made against Omnis Parent with respect to the Certificate alleged to have been lost, stolen or destroyed. (ld) Omnis Parent may, at its option, meet its obligations under this Section 3.2 2.4 through a its transfer agent or other bank or trust company selected by Omnis Parent to act as exchange or transfer agent in connection with the TransactionsMerger. (me) If any stock certificate for Omnis By tendering its shares of Company Stock is to be issued and by accepting the consideration set forth in a name other than that in which the Certificate surrendered in exchange therefor is registeredSection 2.3, it each Company Stockholder shall be a condition of such exchange that the person requesting such exchange shall deemed to have agreed: (i) pay to Omnis any transfer or other taxes required by reason the appointment of the issuance of certificates for such securities in a name other than that Representative as representative of the registered holder Company Stockholders in accordance with the terms of the Certificate surrenderedArticle 8, or establish to the satisfaction of Omnis that such tax has been paid or is not applicable; and (ii) provide documentary evidence satisfactory to Omnis or its counsel establishing the right indemnification provisions of such person to have such Omnis Stock issued in such name. Article 9, (niii) Notwithstanding any contrary provision of this Agreementthat, neither Omnis nor any officer or director or agent or employee thereof nor other party hereto shall be liable to a holder of shares of PickAx Stock for any portion of Omnis Stock, or dividends thereon, or in accordance with Section 3.1 hereof the cash payment for any fractional interests2.5, delivered to Parent will place into escrow a public official pursuant to applicable escheat laws following the passage of time specified therein. (o) Each portion of the Exchange AgentStock Merger Consideration deliverable to such Company Stockholder subject to and for the purpose of securing the Company Stockholders’ indemnity obligations under this Agreement, Omnis and (iv) that the Surviving Corporation shall be entitled Stock Merger Consideration deliverable to deduct and withhold from any consideration payable or otherwise deliverable such Company Stockholder pursuant to this Agreement shall not be sold, transferred, pledged, disposed of or encumbered (each, a “Transfer”) (except for Permitted Transfers) for the period beginning on the Closing Date and ending (A) as to forty percent (40%) of such restricted securities, on the date falling nine (9) months after the Effective Time, (B) as to an additional forty percent (40%) of such restricted securities, on the date falling twelve (12) months after the Effective Time, and (C) as to the remaining twenty percent (20%) of such restricted securities, on the date falling fifteen (15) months after the Effective Time, and (v) that each certificate representing shares of Parent Common Stock constituting the Stock Merger Consideration shall bear appropriate legends referring to such restrictions and to any holder or former holder of PickAx Common Stock such amounts as may be required to be deducted or withheld therefrom restrictions on transfer under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. 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 paidsecurities laws.

Mechanics of Exchange. At (a) Following the Effective Time Time, each PickAx Stockholder holder of Company capital stock shall be entitled to surrender certificates formerly representing shares of Company capital stock (the certificate or certificates that immediately prior “Company Stock Certificates”) to Parent for cancellation in exchange for such holder’s right to receive, subject to the Effective Time represented terms and conditions hereof, the PickAx Stock (Merger Consideration and the "Certificates")Earnout Consideration, and which were cancelled and converted into the Omnis Stock if any, pursuant to Section 3.1 hereof, to Omnis in exchange for a stock certificate or certificates representing such stockholder's allocable portion of Omnis Stock as herein provided3.1. It shall be a condition of such exchange any holder’s receipt of its portion of the Merger Consideration and the Earnout Consideration, if any, that the Company Stock Certificates so representing such holder’s capital stock be surrendered shall be to Parent, properly endorsed or otherwise in proper form for transfer to Omnistransfer, or that such holder comply with Section 3.6(d). (jb) From and after At the Effective Time, Company shall deliver a certified copy of a list of its stockholders to Parent (the “Certified Stockholder List”). After the Effective Time, there shall be no transfers further transfer of Company Stock Certificates on the stock transfer books of PickAx records of the PickAx Company and, if such Company Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing the PickAx Stock set forth on Schedule I attached hereto are presented to Omnis Company for payment or for any other purposetransfer, they shall be cancelled at the time of such presentation. Parent shall be entitled to rely upon the Certified Stockholder List to establish the identity of those persons entitled to receive the Merger Consideration and exchanged for the applicable portion of Omnis Stock in accordance with the procedures set forth Earnout Consideration, if any, specified in this SectionAgreement, which Certified Stockholder List shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Company Stock Certificates, Parent shall be entitled to deposit the Merger Consideration and the Earnout Consideration, if any, in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (kc) Following the Effective Time and upon receipt of any Company Stock Certificate(s) pursuant to this ARTICLE III, Parent shall deliver or cause to be delivered to such holder presenting such Company Stock Certificate(s) its portion of the Merger Consideration and the Earnout Consideration, if any, at such times and as calculated pursuant to Section 3.1. (d) In the event that any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of a bona fide an affidavit of that fact by the PickAx Stockholder holder claiming such Company Stock Certificate to be lost, stolen or destroyed, Omnis Parent will issue deliver or cause to be issued delivered, in accordance with and subject to this Section 3.6 and the other terms and conditions hereof, in exchange for such lost, stolen or destroyed Certificate a stock certificate or certificates representing Company Stock Certificate, the applicable portion of Omnis Stock such holder’s Merger Consideration and the Earnout Consideration, if any, for which the shares of PickAx Stock capital stock represented by the Certificate have such certificate has been cancelled and exchanged in accordance with this pursuant to Section 33.1. When authorizing such issuance payment in exchange therefor, Omnis may, Parent may in its discretion and as a condition precedent to require the issuance thereofowner of such lost, require such PickAx Stockholder stolen or destroyed Company Stock Certificate to give Omnis Parent a bond in such sum as Omnis it may reasonably direct as indemnity, or such other form of indemnity, as Omnis Parent shall reasonably direct, against any claim that may be made against Omnis Parent with respect to the Company Stock Certificate alleged to have been lost, stolen or destroyed. (le) Omnis Parent may, at its option, meet its obligations under this Section 3.2 3.6 through a bank or bank, trust company or other third party reasonably selected by Omnis Parent to act as exchange or transfer agent in connection with the TransactionsMerger. (mf) If any stock certificate for Omnis Stock is to be issued Notwithstanding anything in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall (i) pay to Omnis any transfer or other taxes required by reason of the issuance of certificates for such securities in a name other than that of the registered holder of the Certificate surrendered, or establish this Agreement to the satisfaction of Omnis that such tax has been paid or is not applicable; and (ii) provide documentary evidence satisfactory to Omnis or its counsel establishing the right of such person to have such Omnis Stock issued in such name. (n) Notwithstanding any contrary provision of this Agreementcontrary, neither Omnis Parent nor any officer or director or agent or employee thereof nor other party hereto shall be liable to a holder of shares of PickAx Stock Company capital stock for any portion of Omnis Stockthe Merger Consideration or the Earnout Consideration, or dividends thereon, or in accordance with Section 3.1 hereof the cash payment for any fractional interestsif any, delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein. (o) Each of the Exchange Agent, Omnis and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of PickAx Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. 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.

Mechanics of Exchange. (a) At the Effective Time Time, each PickAx Stockholder Selling Shareholder shall be entitled to surrender the certificate or certificates that immediately prior to the Effective Time represented the PickAx Stock (the "Certificates"), and which were cancelled and ------------ converted into the Omnis Stock pursuant right to Section 3.1 hereofreceive a portion of the Merger Consideration, to Omnis Purchaser for cancellation in exchange for a stock certificate or certificates representing such stockholderSelling Shareholder's allocable portion of Omnis Stock the Merger Consideration as herein providedset forth on Schedule I attached hereto, less such Selling Shareholder's pro rata portion of the Holdback Amount. It shall be a condition of such exchange payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to Omnisthe Purchaser. (jb) From and after the Effective Time, there shall be no transfers on the stock transfer books of PickAx the Company of the PickAx Stock Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing the PickAx Stock set forth on Schedule I attached hereto are presented to Omnis the Surviving Corporation for payment or for any other purposepayment, they shall be cancelled and exchanged for the applicable portion of Omnis Stock the Merger Consideration in accordance with the procedures set forth in this Section. (kc) At or prior to the Effective Time of the Merger, Purchaser shall deliver irrevocably to the Escrow Agent shares of Purchaser Stock in an aggregate amount equal to the Holdback Amount. (d) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of a bona fide an affidavit of that fact by the PickAx Stockholder Selling Shareholder claiming such Certificate to be lost, stolen or destroyed, Omnis Purchaser will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate a stock certificate or certificates representing the portion of Omnis Stock the Merger Consideration for which the shares of PickAx Stock represented by the Certificate have been are exchanged in accordance with this Section 3. When authorizing such issuance in exchange therefor, Omnis Purchaser may, in its discretion and as a condition precedent to the issuance thereof, require such PickAx Stockholder Selling Shareholder to give Omnis Purchaser a bond in such sum as Omnis it may direct as indemnity, or such other form of indemnity, as Omnis it shall direct, against any claim that may be made against Omnis Purchaser with respect to the Certificate alleged to have been lost, stolen or destroyed. (le) Omnis Purchaser may, at its option, meet its obligations under this Section 3.2 through a bank or trust company selected by Omnis Purchaser to act as exchange or transfer agent in connection with the Transactions. (mf) If any stock certificate for Omnis Purchaser Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall (i) pay to Omnis Purchaser any transfer or other taxes required by reason of the issuance of certificates for such securities in a name other than that of the registered holder of the Certificate surrendered, or (ii) establish to the satisfaction of Omnis Purchaser that such tax has been paid or is not applicable; and (ii) provide documentary evidence satisfactory to Omnis or its counsel establishing the right of such person to have such Omnis Stock issued in such name. (ng) Notwithstanding any contrary provision of anything in this AgreementAgreement to the contrary, neither Omnis Purchaser nor any officer or director or agent or employee thereof nor other party hereto shall be liable to a holder of shares of PickAx Stock for any portion of Omnis Stockthe Merger Consideration, or dividends thereondividend on shares of Purchaser Stock issued as part of the Merger Consideration, or in accordance with Section 3.1 hereof the cash payment for any fractional interests, delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein. (o) Each of the Exchange Agent, Omnis and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of PickAx Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. 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.

Mechanics of Exchange. At (a) Promptly following the Effective Time each PickAx Time, or sooner in the sole discretion of Company, Company shall, or shall cause the Paying Agent on its behalf to, distribute to the Equityholders the transmittal materials, in substantially the form attached hereto as Exhibit D. Each Stockholder shall be entitled to surrender the holding any certificate or certificates that which immediately prior to the Effective Time represented the PickAx Stock outstanding Shares (the "“Certificates"”), and which were cancelled and converted into the Omnis Stock pursuant right to Section 3.1 hereofreceive the Merger Consideration, shall be entitled to Omnis surrender the Certificates to the Paying Agent for cancellation in exchange for a stock certificate or certificates representing such stockholder's allocable Stockholder’s portion of Omnis Stock the Merger Consideration, together with the completed transmittal materials. Each Stockholder’s portion of the Merger Consideration, subject to the escrow provisions of Section 1.4 and the provisions for funds reserved for the Stockholder Representative set forth in Section 1.5, shall be paid to such Stockholder at such time as herein providedthe Certificates and transmittal materials are delivered to the Paying Agent by such Stockholder. Except as provided in Section 1.4(e), no interest shall be paid or accrued for the benefit of holders of the Certificates on the consideration payable upon the surrender of the Certificates. It shall be a condition of such exchange payment that the transmittal materials be properly executed and returned to the Paying Agent as provided in the transmittal materials and the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to Omnistransfer. (jb) From and after the Effective Time, there shall be no transfers on the stock transfer books of PickAx Company of the PickAx Stock which were outstanding immediately prior to the Effective TimeShares. If, after the Effective Time, Certificates formerly representing the PickAx Stock set forth on Schedule I attached hereto are presented to Omnis for payment or for any other purposepayment, they shall be cancelled and exchanged for the applicable portion of Omnis Stock the Merger Consideration in accordance with the procedures set forth in this SectionSection 3.2. (kc) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of a bona fide an affidavit of that fact by the PickAx Stockholder person claiming such Certificate to be lost, stolen or destroyed, Omnis including indemnification by such person with respect to any claim that may be made with respect to such Certificate (a “Lost Certificate Affidavit”), the Paying Agent will issue or cause to be issued issued, in exchange for such lost, stolen or destroyed Certificate and a stock certificate or certificates representing properly executed Lost Certificate Affidavit, the portion of Omnis Stock the Merger Consideration for which the shares of PickAx Stock Shares represented by the Certificate have been are exchanged in accordance with this Section 3. When authorizing such issuance in exchange therefor, Omnis may, in its discretion and as a condition precedent to the issuance thereof, require such PickAx Stockholder to give Omnis a bond in such sum as Omnis may direct as indemnity, or such other form of indemnity, as Omnis shall direct, against any claim that may be made against Omnis with respect to the Certificate alleged to have been lost, stolen or destroyed. (l) Omnis may, at its option, meet its obligations under this Section 3.2 through a bank or trust company selected by Omnis to act as exchange or transfer agent in connection with the Transactions. (md) If any stock certificate for Omnis Stock Certificate shall not have been surrendered prior to such date on which any portion of the Merger Consideration payable in respect of such Certificate is required by applicable Law to be issued in transferred to a name other than that in which Governmental Body, the Certificate surrendered in exchange therefor is registered, it Paying Agent shall be a condition of transfer such exchange that the person requesting such exchange shall (i) pay to Omnis any transfer or other taxes required by reason portion of the issuance of certificates for such securities Merger Consideration in a name other than that of the registered holder of the Certificate surrendered, or establish accordance with applicable Law. Notwithstanding anything in this Agreement to the satisfaction of Omnis that such tax has been paid or is not applicable; and (ii) provide documentary evidence satisfactory to Omnis or its counsel establishing the right of such person to have such Omnis Stock issued in such name. (n) Notwithstanding any contrary provision of this Agreementcontrary, neither Omnis the Paying Agent nor any officer or director or agent or employee thereof nor other party hereto shall be liable to a holder of shares of PickAx Stock Shares for any portion of Omnis Stock, or dividends thereon, or in accordance with Section 3.1 hereof the cash payment for any fractional interests, Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat laws following the passage of time specified thereinor similar Laws. (o) Each of the Exchange Agent, Omnis and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of PickAx Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. 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.

Mechanics of Exchange. At (a) On the Closing Date, each Selling Shareholder shall receive a letter of transmittal instructing the Selling Shareholder how to exchange his or her Company Common Stock for Purchaser Stock. On the first business day following the Effective Time Time, each PickAx Stockholder Selling Shareholder shall be entitled to surrender the certificate or certificates that immediately prior to the Effective Time represented the PickAx evidencing Company Common Stock (the "CertificatesCERTIFICATES"), and which were cancelled and converted into ) to the Omnis Stock pursuant to Section 3.1 hereof, to Omnis Purchaser for cancellation in exchange for a stock certificate or certificates representing such stockholderSelling Shareholder's allocable portion of Omnis Stock as herein providedthe Merger Consideration, less such Selling Shareholder's pro rata portion of the Holdback Amount. It shall be a condition of such exchange payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to Omnisthe Purchaser. (jb) From and after the Effective TimeClosing Date, there shall be no transfers on the stock transfer books of PickAx the Company of the PickAx Stock which were outstanding immediately prior to the Effective TimeCompany Common Stock. If, after the Effective Time, Certificates formerly representing the PickAx Company Common Stock set forth on Schedule I attached hereto are presented to Omnis the Surviving Corporation for payment or for any other purposepayment, they shall be cancelled and exchanged for the applicable portion of Omnis Stock the Merger Consideration in accordance with the procedures set forth in this Sectionsection. (kc) At or prior to the Effective Time, the Purchaser shall deliver irrevocably to the Escrow Agent shares of Purchaser Stock in an aggregate amount equal to the Holdback Amount. (d) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of a bona fide an affidavit of that fact by the PickAx Stockholder Selling Shareholder claiming such Certificate to be lost, stolen or destroyed, Omnis the Purchaser will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate a stock certificate or certificates representing the portion of Omnis Stock the Merger Consideration for which the shares of PickAx Company Common Stock represented by the Certificate have been are exchanged in accordance with this Section 3. When authorizing such issuance in exchange therefor, Omnis the Purchaser may, in its discretion and as a condition precedent to the issuance thereof, require such PickAx Stockholder Selling Shareholder to give Omnis the Purchaser a bond in such sum as Omnis it may direct as indemnity, or such other form of indemnity, indemnity as Omnis shall it may direct, against any claim that may be made against Omnis the Purchaser with respect to the Certificate alleged to have been lost, stolen or destroyed. (le) Omnis The Purchaser may, at its option, meet its obligations under this Section 3.2 3.3 through a bank or trust company selected by Omnis the Purchaser to act as exchange or transfer agent in connection with the Transactions. (mf) If any stock certificate for Omnis Purchaser Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person Person requesting such exchange shall (i) pay to Omnis the Purchaser any transfer or other taxes required by reason of the issuance of certificates for such securities in a name other than that of the registered holder of the Certificate surrendered, or (ii) establish to the satisfaction of Omnis the Purchaser that such tax has taxes have been paid or is are not applicable; and (ii) provide documentary evidence satisfactory to Omnis or its counsel establishing the right of such person to have such Omnis Stock issued in such name. (ng) Notwithstanding any contrary provision of anything in this AgreementAgreement to the contrary, neither Omnis the Purchaser nor any officer or director or agent or employee thereof nor other party hereto shall be liable to a holder of shares of PickAx Company Common Stock for any portion of Omnis Stockthe Merger Consideration, or dividends thereondividend on shares of Purchaser Stock issued as part of the Merger Consideration, or in accordance with Section 3.1 hereof 3.1, the cash payment for any fractional interests, delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein. (o) Each of the Exchange Agent, Omnis and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of PickAx Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. 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.

Mechanics of Exchange. (a) At the Effective Time Closing, each PickAx Stockholder Shareholder shall be entitled deliver to surrender the certificate or Executone all certificates that immediately prior representing shares of Executone Preferred Stock owned by such Shareholder properly endorsed to Executone, and in exchange therefor Executone will proportionately transfer to the Effective Time represented Shareholders (i) all of the PickAx outstanding capital stock of Unistar, which shares, as of the date of closing (the "Separation Date") of the Rights Offering, will represent or be converted into 15% of the outstanding shares of Unistar Common Stock (the "CertificatesOriginal Issuance"), and which were cancelled and converted into exclusive of any shares acquired by the Omnis Stock Shareholders pursuant to Section 3.1 hereofthe Standby Agreement, to Omnis in exchange for a stock certificate and (ii) all shares of Unistar Series A Preferred Stock (the "Exchange"). No fractional shares of Unistar Common Stock or certificates representing such stockholder's allocable portion of Omnis Unistar Preferred Stock as herein provided. It shall be a condition issued. The Shareholders will be entitled to convert the Unistar Preferred Stock into that number of shares of Unistar Common Stock (the "Underlying Shares") such exchange that that, when added to the Certificates Original Issuance, the Shareholders will own 34% of the Unistar Common Stock, including only the Original Issuance and the Underlying Shares. The Unistar Common Stock and the Unistar Preferred Stock will have the respective designations, relative rights, preferences and limitations set forth in the Certificate of Amendment. All shares of Executone Preferred Stock so surrendered exchanged shall be properly endorsed or otherwise in proper form for transfer to Omniscanceled. (j) From and after the Effective Time, there shall be no transfers on the stock transfer books of PickAx of the PickAx Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing the PickAx Stock set forth on Schedule I attached hereto are presented to Omnis for payment or for any other purpose, they shall be cancelled and exchanged for the applicable portion of Omnis Stock in accordance with the procedures set forth in this Section. (kb) In the event that any Certificate a certificate representing shares of Executone Preferred Stock shall have been lost, stolen or destroyed, upon the making of a bona fide an affidavit of that fact by the PickAx Stockholder Shareholder claiming such Certificate certificate to be lost, stolen or destroyed, Omnis will Unistar shall issue or (and Executone shall cause Unistar to be issued issue) in exchange for such lost, stolen or destroyed Certificate a stock certificate or certificates representing the portion of Omnis Stock for which the shares of PickAx Stock represented by the Certificate have been exchanged consideration deliverable in respect thereof as determined in accordance with this Section 33.1(a) hereof. When authorizing such issuance in exchange thereforfor any lost, Omnis maystolen or destroyed certificate, in its discretion and the Shareholder to whom the consideration is to be delivered, as a condition precedent to the issuance thereof, require such PickAx Stockholder to shall give Omnis Executone a bond satisfactory to Executone in such sum as Omnis it may direct as indemnity, or such other form of indemnity, as Omnis shall direct, otherwise indemnify Executone in a manner satisfactory to Executone against any claim that may be made against Omnis Executone with respect to the Certificate certificate alleged to have been lost, stolen or destroyed. (l) Omnis may, at its option, meet its obligations under this Section 3.2 through a bank or trust company selected by Omnis to act as exchange or transfer agent in connection with the Transactions. (m) If any stock certificate for Omnis Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall (i) pay to Omnis any transfer or other taxes required by reason of the issuance of certificates for such securities in a name other than that of the registered holder of the Certificate surrendered, or establish to the satisfaction of Omnis that such tax has been paid or is not applicable; and (ii) provide documentary evidence satisfactory to Omnis or its counsel establishing the right of such person to have such Omnis Stock issued in such name. (n) Notwithstanding any contrary provision of this Agreement, neither Omnis nor any officer or director or agent or employee thereof nor other party hereto shall be liable to a holder of shares of PickAx Stock for any portion of Omnis Stock, or dividends thereon, or in accordance with Section 3.1 hereof the cash payment for any fractional interests, delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein. (o) Each of the Exchange Agent, Omnis and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of PickAx Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. 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.

Mechanics of Exchange. At (a) As of the Effective Time Time, each PickAx Stockholder Holder shall be entitled to surrender the certificate or certificates that certificates, which immediately prior to the Effective Time represented the PickAx Stock (the "Certificates"), and which were cancelled and converted into to the Omnis Stock pursuant to Section 3.1 hereof, to Omnis Purchaser on behalf of the Surviving Corporation for cancellation in exchange for a stock certificate or certificates representing such stockholderHolder's allocable portion of Omnis Stock the Merger Consideration, fifteen percent (15%) of which Merger Consideration shall be deposited with the Escrow Agent as herein providedprovided in Section 1.5. It shall be a condition of such exchange delivery of the Merger Consideration that (i) the Certificates so surrendered by the Holders shall be properly endorsed or otherwise in proper form for cancellation by the Purchaser and (ii) the Holders shall have provided the Purchaser with evidence that all transfer to Omnisor similar Taxes required by reason of the surrender of such Holder's Certificates, if any, have been paid by such Holders. (jb) From and after the Effective Time, there shall be no transfers of the Stock on the stock transfer books of PickAx of the PickAx Stock which were outstanding immediately prior to the Effective TimeCompany. If, after the Effective Time, Certificates formerly representing the PickAx Stock set forth on Schedule I attached hereto are presented to Omnis the Purchaser for payment or for any other purposepayment, they shall be cancelled and exchanged for the applicable portion of Omnis Stock the Merger Consideration in accordance with the procedures set forth in this Section. (kc) In At or prior to the event that Effective Time of the Merger, Purchaser shall deliver to the Escrow Agent shares of Purchaser Stock in an aggregate amount equal to the Holdback Amount. (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of a bona fide an affidavit of that fact by the PickAx Stockholder Holder thereof claiming such Certificate to be lost, stolen or destroyed, Omnis the Purchaser will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate a stock certificate or certificates representing the portion of Omnis Stock the Merger Consideration for which the shares of PickAx Stock represented by the Certificate have been exchanged are exchangeable in accordance with this Section 3. When authorizing such issuance in exchange therefor, Omnis the Purchaser may, in its discretion and as a condition precedent to the issuance thereof, require such PickAx Stockholder the Holder to give Omnis the Purchaser a bond in such sum as Omnis it may direct as indemnity, or such other form of indemnity, as Omnis it shall direct, against any claim that may be made against Omnis the Purchaser with respect to the Certificate alleged to have been lost, stolen or destroyed. (le) Omnis The Purchaser and the Surviving Corporation may, at its their option, meet its obligations under this Section 3.2 through appoint a bank or trust company selected by Omnis the Purchaser to act as exchange or transfer agent in connection with the Transactions. (mf) If any stock certificate for Omnis Purchaser Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall (i) pay to Omnis the Purchaser any transfer or other taxes Taxes required by reason of the issuance of certificates for such securities in a name other than that of the registered holder of the Certificate surrendered, or (ii) establish to the satisfaction of Omnis the Purchaser that such tax Tax has been paid or is not applicable; and (ii) provide documentary evidence satisfactory to Omnis or its counsel establishing the right of such person to have such Omnis Stock issued in such name. (ng) Notwithstanding any contrary provision of anything in this AgreementAgreement to the contrary, neither Omnis the Purchaser nor any officer or director or agent or employee thereof nor other party hereto shall be liable to a holder of shares of PickAx Stock for any portion of Omnis Stockthe Merger Consideration, or dividends thereon, or in accordance with Section 3.1 hereof dividend on shares of Purchaser Stock issued as part of the cash payment for any fractional interestsMerger Consideration, delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein. (o) Each of the Exchange Agent, Omnis and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of PickAx Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. 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.

Mechanics of Exchange. (a) At the Effective Time Time, each PickAx Stockholder holder of Atcom Common Stock (each, a "Shareholder") shall be entitled to surrender the certificate or certificates that immediately prior to the Effective Time represented the PickAx Atcom Common Stock (the "Certificates"), and which were cancelled and converted into the Omnis Stock pursuant right to Section 3.1 hereofreceive a portion of the Merger Price, to Omnis CAIS for cancellation in exchange for a stock certificate or certificates representing shares of CAIS Common Stock into which such stockholderAtcom shares have been converted by virtue of the Merger, less such Shareholder's allocable pro rata portion of Omnis Stock as herein providedthe Escrow Amount. It shall be a condition of such exchange payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to OmnisCAIS. (jb) From and after the Effective Time, there shall be no transfers on the stock transfer books of PickAx Atcom of the PickAx Atcom Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing the PickAx Atcom Common Stock set forth on Schedule I attached hereto are presented to Omnis the Surviving Corporation for payment or for any other purposepayment, they shall be cancelled and exchanged for the applicable portion shares of Omnis CAIS Common Stock into which the Atcom shares represented thereby were converted in accordance with the procedures set forth in this SectionMerger. (kc) At or prior to the Effective Time of the Merger, CAIS shall deliver irrevocably to the Escrow Agent shares of CAIS Common Stock in an aggregate amount equal to the Escrow Amount. (d) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of a bona fide an affidavit of that fact by the PickAx Stockholder Shareholder claiming such Certificate to be lost, stolen or destroyed, Omnis CAIS will issue or cause to be issued certificates representing CAIS Common Stock in exchange for such lost, stolen or destroyed Certificate a stock certificate or certificates representing the portion of Omnis Stock for which the shares of PickAx Stock represented by the Certificate have been exchanged in accordance with this the conversion ratio set forth in Section 3. When authorizing such issuance in exchange therefor, Omnis may, in its discretion and as a condition precedent to the issuance thereof, require such PickAx Stockholder to give Omnis a bond in such sum as Omnis may direct as indemnity, or such other form of indemnity, as Omnis shall direct, against any claim that may be made against Omnis with respect to the Certificate alleged to have been lost, stolen or destroyed2. (l) Omnis may, at its option, meet its obligations under this Section 3.2 through a bank or trust company selected by Omnis to act as exchange or transfer agent in connection with the Transactions. (m) If any stock certificate for Omnis Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall (i) pay to Omnis any transfer or other taxes required by reason of the issuance of certificates for such securities in a name other than that of the registered holder of the Certificate surrendered, or establish to the satisfaction of Omnis that such tax has been paid or is not applicable; and (ii) provide documentary evidence satisfactory to Omnis or its counsel establishing the right of such person to have such Omnis Stock issued in such name. (n) Notwithstanding any contrary provision of this Agreement, neither Omnis nor any officer or director or agent or employee thereof nor other party hereto shall be liable to a holder of shares of PickAx Stock for any portion of Omnis Stock, or dividends thereon, or in accordance with Section 3.1 hereof the cash payment for any fractional interests, delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein. (o) Each of the Exchange Agent, Omnis and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of PickAx Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. 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.

Mechanics of Exchange. At (a) Prior to Closing, Company and Parent shall cause to be mailed to each holder of record (as of the Effective Time each PickAx Stockholder shall be entitled to surrender the Time) of a certificate or certificates that certificates, which immediately prior to the Effective Time shall have represented the PickAx outstanding shares of Company Preferred Stock or Company Common Stock (the "“Company Stock Certificates"”), (i) a letter of transmittal in a form to be mutually agreed upon by Parent and which were cancelled Company promptly following the date of this Agreement (the “Letter of Transmittal”) and converted into (ii) instructions for use in effecting the Omnis surrender of the Company Stock Certificates in exchange for the portion of the Merger Consideration payable upon surrender of said Company Stock Certificates. Following the Effective Time, and upon surrender of Company Stock Certificates for cancellation to Parent, together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, each holder of Company Stock Certificates shall be entitled to surrender its Company Stock Certificates to Parent for cancellation in exchange for such holder’s right to receive, subject to the terms and conditions hereof, the Merger Consideration pursuant to Section 3.1 hereof, to Omnis in exchange for a stock certificate or certificates representing such stockholder's allocable portion of Omnis Stock as herein provided2.1. It shall be a condition of any holder’s receipt of any Merger Consideration that Company Stock Certificates representing such exchange that the Certificates so holder’s capital stock be surrendered shall be to Parent, properly endorsed or otherwise in proper form for transfer to Omnistransfer, or that such holder comply with Section 2.5(d). (jb) From Attached hereto as Schedule 2.5(b) is a list, addressed to Parent and after certified by the Effective TimeCompany as true and correct, there of the holders of capital stock of the Company (the “Certified Stockholder List”). At the Closing, Company shall deliver an update to the Certified Stockholder List, addressed to Parent and certified by the Company as true and correct, reflecting the holders of capital stock of the Company at the time of the Closing (the “Final Certified Stockholder List”). After the date hereof, Company shall consult with Parent prior to transferring shares of Company Stock Certificates on the records of Company. Parent shall be no transfers on entitled to rely upon the stock transfer books Final Certified Stockholder List to establish the identity of PickAx of the PickAx Stock those persons entitled to receive Merger Consideration specified in this Agreement, which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing the PickAx Stock set forth on Schedule I attached hereto are presented to Omnis for payment or for any other purpose, they Final Certified Stockholder List shall be cancelled conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Company Stock Certificates, Parent shall be entitled to deposit any Merger Consideration in respect thereof in escrow with an independent third party and exchanged for the applicable portion of Omnis Stock in accordance thereafter be relieved with the procedures set forth in this Sectionrespect to any claims thereto. (kc) Following the Effective Time and upon receipt of any Company Stock Certificate(s) pursuant to this Section 2.5, Parent shall deliver or cause to be delivered to such holder presenting such Company Stock Certificate(s) the Merger Consideration as calculated pursuant to Section 2.1 and Schedule 2.1. (d) In the event that any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of a bona fide an affidavit of that fact by the PickAx Stockholder holder claiming such Company Stock Certificate to be lost, stolen or destroyed, Omnis Parent will issue deliver or cause to be issued delivered, in accordance with and subject to this Section 2.5 and the other terms and conditions hereof, in exchange for such lost, stolen or destroyed Certificate a stock certificate or certificates representing Company Stock Certificate, the applicable portion of Omnis Stock such holder’s Merger Consideration for which the shares of PickAx Stock capital stock represented by the Certificate have such certificate has been cancelled and exchanged in accordance with this pursuant to Section 32.1. When authorizing such issuance payment in exchange therefor, Omnis may, Parent may in its discretion and as a condition precedent to require the issuance thereofowner of such lost, require such PickAx Stockholder stolen or destroyed Company Stock Certificate to give Omnis Parent a bond in such sum as Omnis it may reasonably direct as indemnity, or such other form of indemnity, as Omnis Parent shall reasonably direct, against any claim that may be made against Omnis Parent with respect to the Company Stock Certificate alleged to have been lost, stolen or destroyed. (le) Omnis Parent may, at its option, meet its obligations under this Section 3.2 2.5 through a bank or bank, trust company or other third party reasonably selected by Omnis Parent to act as exchange or transfer agent in connection with the TransactionsMerger. (mf) If any stock certificate for Omnis Stock is to be issued Notwithstanding anything in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall (i) pay to Omnis any transfer or other taxes required by reason of the issuance of certificates for such securities in a name other than that of the registered holder of the Certificate surrendered, or establish this Agreement to the satisfaction of Omnis that such tax has been paid or is not applicable; and (ii) provide documentary evidence satisfactory to Omnis or its counsel establishing the right of such person to have such Omnis Stock issued in such name. (n) Notwithstanding any contrary provision of this Agreementcontrary, neither Omnis Parent nor any officer or director or agent or employee thereof nor other party hereto shall be liable to a holder of shares of PickAx Stock Company capital stock for any portion of Omnis Stock, or dividends thereon, or in accordance with Section 3.1 hereof the cash payment for any fractional interests, Merger Consideration delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein. (o) Each of the Exchange Agent, Omnis and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of PickAx Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. 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.

Mechanics of Exchange. (a) At the Effective Time Time, each PickAx Company Preferred Stockholder shall will be entitled to receive and, upon surrender to Parent of one or more Certificates representing the certificate or Company Preferred Stock held by such Company Preferred Stockholder and a duly executed letter of transmittal as described below, Parent shall be obligated, as soon as reasonably practicable (and in any event no later than ten (10) Business Days) after receipt of such Certificates and executed letters of transmittal, to deliver certificates representing that immediately prior to number of shares of Parent Common Stock into which the Effective Time represented the PickAx shares of Company Preferred Stock (the "Certificates"), and which were cancelled and held by such Company Preferred Stockholder are converted into the Omnis Stock pursuant to Section 3.1 hereof, to Omnis 2.3. Any shares of Parent Common Stock into which the shares of Company Preferred Stock convert in exchange for a stock certificate or certificates representing such stockholder's allocable portion of Omnis Stock as herein provided. It the Merger shall be a condition of such exchange that deemed to have been issued at the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to OmnisEffective Time. (jb) From As soon as reasonably practicable (and in any event no later than two (2) Business Days) after the Effective Time, there Parent shall mail to each holder of record of Company Stock entitled to receive Merger Consideration hereunder: (i) a letter of transmittal (which shall specify that delivery shall be no transfers on effected, and risk of loss to the stock transfer books Certificates, as appropriate, shall pass, only upon delivery of PickAx such Certificates to Parent and shall contain reasonable representations as to the Company Preferred Stockholder’s title to the shares represented by such Certificates), and (ii) instructions for use in effecting the surrender of the PickAx Stock which were outstanding immediately prior to the Effective Time. IfCertificates, after the Effective Timeas appropriate, Certificates formerly representing the PickAx Stock set forth on Schedule I attached hereto are presented to Omnis in exchange for payment or for any other purpose, they shall be cancelled and exchanged for the applicable portion certificates evidencing shares of Omnis Stock in accordance with the procedures set forth in this SectionParent Common Stock. (kc) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of a bona fide an affidavit of that fact by the PickAx Stockholder person claiming such Certificate to be lost, stolen or destroyed, Omnis Parent will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate a stock certificate or certificates representing the portion shares of Omnis Parent Common Stock for into which the shares of PickAx Company Preferred Stock represented by the such Certificate have been exchanged may be converted in accordance with this Section 32.3. When authorizing such issuance in exchange therefor, Omnis mayParent may require the owner of such lost, in its discretion and as a condition precedent to the issuance thereof, require such PickAx Stockholder stolen or destroyed Certificate to give Omnis a bond in Parent such sum as Omnis may direct as indemnity, or such other form of indemnity, as Omnis Parent shall reasonably direct, against any claim that may be made against Omnis Parent with respect to the Certificate alleged to have been lost, stolen or destroyed. (ld) Omnis Parent may, at its option, meet its obligations under this Section 3.2 2.4 through a its transfer agent or other bank or trust company selected by Omnis Parent to act as exchange or transfer agent in connection with the TransactionsMerger. (me) If any stock certificate for Omnis By tendering its shares of Company Preferred Stock is to be issued and by accepting the consideration set forth in a name other than that in which the Certificate surrendered in exchange therefor is registeredSection 2.3, it each Company Preferred Stockholder shall be a condition of such exchange that the person requesting such exchange shall deemed to have agreed: (i) pay to Omnis any transfer or other taxes required by reason the appointment of the issuance of certificates for such securities in a name other than that Representative as representative of the registered holder Company Preferred Stockholders in accordance with the terms of the Certificate surrenderedArticle 8, or establish to the satisfaction of Omnis that such tax has been paid or is not applicable; and (ii) provide documentary evidence satisfactory to Omnis or its counsel establishing the right indemnification provisions of such person to have such Omnis Stock issued in such name. Article 9, (niii) Notwithstanding any contrary provision of this Agreementthat, neither Omnis nor any officer or director or agent or employee thereof nor other party hereto shall be liable to a holder of shares of PickAx Stock for any portion of Omnis Stock, or dividends thereon, or in accordance with Section 3.1 hereof the cash payment for any fractional interests2.5, delivered to Parent will place into escrow a public official pursuant to applicable escheat laws following the passage of time specified therein. (o) Each portion of the Exchange AgentStock Merger Consideration deliverable to such Company Preferred Stockholder subject to and for the purpose of securing the Company Preferred Stockholders’ indemnity obligations under this Agreement, Omnis and (iv) that the Surviving Corporation shall be entitled Stock Merger Consideration deliverable to deduct and withhold from any consideration payable or otherwise deliverable such Company Preferred Stockholder pursuant to this Agreement shall not be sold, transferred, pledged, disposed of or encumbered (each, a “Transfer”) (except for Permitted Transfers) for the period beginning on the Closing Date and ending, on the date falling ninety (90) days after the Effective Time, and (v) that each certificate representing shares of Parent Common Stock constituting the Stock Merger Consideration shall bear appropriate legends referring to such restrictions and to any holder or former holder of PickAx Common Stock such amounts as may be required to be deducted or withheld therefrom restrictions on transfer under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. 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 paidsecurities laws.