Common use of Payment and Exchange Procedures Clause in Contracts

Payment and Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding Company Shares, whose shares were converted into the right to receive the applicable Per Share Merger Consideration pursuant to Section 1.4 (other than those holders who had previously properly delivered their Certificates to the Paying Agent along with their Forms of Election): (i) a 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 Paying Agent), (ii) a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961, as amended (the "ORDINANCE") and whether the Company Shares held by such holder were held by such holder before the initial public offering of the Company and (iii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Per Share Merger Consideration. In the case of holders who prior to the Election Date properly delivered their Certificates to the Paying Agent along with their Forms of Election, such holders shall be entitled to receive in exchange therefor promptly after the Effective Time the applicable Per Share Merger consideration into which their Company Shares were converted at the Effective Time (rounded to the nearest whole cent after aggregating all Company Shares held by such holder). With respect to holders who did not so deliver their Certificates and Forms of Election, such holders shall be entitled to receive, upon surrender of Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal and such declaration form, duly completed and validly executed in accordance with the instructions thereto, the applicable Per Share Merger Consideration into which their Company Shares were converted at the Effective Time (rounded to the nearest whole cent after aggregating all Company Shares held by such holder), and the Certificates so surrendered shall forthwith be canceled. No interest shall accrue or be paid on the amounts payable pursuant to Section 1.4 upon the surrender of any Certificate for the benefit of the holder of such Certificate. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time for all corporate purposes to evidence only the ownership of the right to receive the applicable Per Share Merger Consideration into which such Company Shares shall have been so converted and, if applicable, an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.4(f) and any dividends or distributions payable pursuant to Section 1.5(d).

Payment and Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Parent shall cause the Paying Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate one or more certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES"“Certificates”) or uncertificated Company Ordinary Shares (the “Uncertificated Shares”), which immediately prior to the Effective Time represented outstanding Company Shares, whose shares were converted into represent the right to receive the applicable Per Share Merger Consideration pursuant to Section 1.4 (other than those holders who had previously properly delivered their Certificates to the Paying Agent along with their Forms of Election): 1.3: (i) a 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 or transfer of Uncertificated Shares to the Paying Exchange Agent), (ii) a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961, as amended 1961 (the "ORDINANCE"“Ordinance”) and whether provides such other information as the Company Shares held by such holder were held by such holder before Parent shall reasonably require to comply with the initial public offering of Ordinance and the Company Israeli Withholding Tax Ruling (as defined in Section 5.5(a)), if obtained, and (iii) instructions in customary form for use in effecting the surrender of the Certificates or transfer of Uncertificated Shares in exchange for the applicable Per Share Merger Consideration. In the case of holders who prior to the Election Date properly delivered their Certificates to the Paying Agent along with their Forms of Election, such holders shall be entitled to receive in exchange therefor promptly after the Effective Time the applicable Per Share Merger consideration into which their Company Shares were converted at the Effective Time Upon (rounded to the nearest whole cent after aggregating all Company Shares held by such holder). With respect to holders who did not so deliver their Certificates and Forms of Election, such holders shall be entitled to receive, upon x) surrender of Certificates for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Parent or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, together with such letter of transmittal and such declaration form, duly completed and validly executed in accordance with the instructions thereto, the applicable holders of such Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the Per Share Merger Consideration into which payable with respect to their Company Shares were converted at the Effective Time (rounded to the nearest whole cent share after aggregating all Company Shares held by such holder), and the Certificates so surrendered or Uncertificated Shares so transferred shall forthwith be canceled. No interest shall accrue or be paid on the amounts payable pursuant to Section 1.4 1.3 upon the surrender of any Certificate for the benefit or transfer of the holder of such Certificateany Uncertificated Shares. Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time for all corporate purposes to evidence only the ownership of the right to receive the applicable Per Share Merger Consideration into to which such Company Shares shall have been so converted are entitled pursuant to Section 1.3 and, if applicable, an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.4(f1.3(f) and any dividends or distributions payable pursuant to Section 1.5(d1.4(d).

Payment and Exchange Procedures. As soon (i) Parent shall instruct the Exchange Agent to, as promptly as reasonably practicable (and in any event within three Business Days) after the Effective Time, Parent shall cause the Paying Agent to mail send to each holder Company Stockholder of record holding a Certificate (as of the Effective Time) of a certificate or certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding Company Shares, whose shares were converted into the right to receive the applicable Per Share Merger Consideration pursuant to Section 1.4 (other than those holders who had previously properly delivered their Certificates to the Paying Agent along with their Forms of Election): (ix) a 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 Paying Exchange Agent), (ii) a declaration and which shall be in such form in which and shall have such other provisions as Parent and the holder of record states whether Company mutually agree upon prior to the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961, as amended (the "ORDINANCE"Closing Date) and whether the Company Shares held by such holder were held by such holder before the initial public offering of the Company and (iiiy) instructions for use in effecting the surrender of the Certificates in exchange for payment of the applicable Per Share Merger Consideration. In the case of holders who prior to the Election Date properly delivered their Certificates to the Paying Agent along with their Forms of Election, such holders shall be entitled to receive Aggregate Consideration payable in exchange therefor promptly after the Effective Time the applicable Per Share Merger consideration into which their Company Shares were converted at the Effective Time respect thereof. (rounded to the nearest whole cent after aggregating all Company Shares held by such holder). With respect to holders who did not so deliver their Certificates and Forms of Election, such holders shall be entitled to receive, upon ii) Upon surrender of Certificates a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal and such declaration formtransmittal, duly completed and validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be required by the Exchange Agent), or, if later, following receipt by the Exchange Agent of the Parent ADSs to be issued to the Exchange Agent as provided above, the applicable Per Share holder of such Certificate shall be entitled to receive in exchange therefor (A) a Parent ADR representing that number of whole Parent ADSs that such holder has the right to receive as part of the Merger Aggregate Stock Consideration, and (B) such portion of the Merger Aggregate Closing Cash Consideration into which their Company Shares were converted at that such holder has the Effective Time (rounded right to receive pursuant to the nearest whole cent after aggregating all Company Shares held by such holder)terms hereof, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. No interest shall accrue Until such time as a Parent ADR representing Parent ADSs is issued to or be paid on at the amounts payable pursuant to Section 1.4 upon the surrender of any Certificate for the benefit direction of the holder of a surrendered Certificate, the respective Parent ADSs, and Parent Ordinary Shares underlying such CertificateParent ADSs, shall be held in trust by the Exchange Agent in accordance with the Exchange Agent Agreement. Until so surrenderedEach outstanding Certificate shall be deemed, outstanding Certificates will be deemed from and after the Effective Time for all corporate purposes Time, only to evidence only the ownership of the right to receive upon such surrender the applicable Per Share Merger Consideration into which such Company Shares shall have been so converted and, if applicable, an amount of cash in lieu portion of the issuance Merger Aggregate Consideration to be paid in respect of any fractional the shares of Company Capital Stock represented by such Certificate pursuant to the terms hereof. If payment of such portion of the Merger Aggregate Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer in accordance with Section 1.4(f1.6(f) and (y) the Person requesting such payment shall have paid any dividends transfer and other Taxes required by reason of the payment of such Merger Aggregate Consideration to a Person other than the registered holder of such Certificate surrendered or distributions payable pursuant shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.5(d1.6(d)., each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive a portion of the Merger Aggregate Consideration, as applicable, as contemplated by this ARTICLE I.

Payment and Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Parent shall cause the Paying Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate one or more certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES"“Certificates”) or uncertificated Company Ordinary Shares (the “Uncertificated Shares”), which immediately prior to the Effective Time represented outstanding Company Shares, whose shares were converted into represent the right to receive the applicable Per Share Merger Consideration pursuant to Section 1.4 (other than those holders who had previously properly delivered their Certificates to the Paying Agent along with their Forms of Election): 1.3: (i) a 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 or transfer of Uncertificated Shares to the Paying Exchange Agent), (ii) a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961, as amended 1961 (the "ORDINANCE"“Ordinance”) and whether provides such other information as the Company Shares held by such holder were held by such holder before Parent shall reasonably require to comply with the initial public offering of Ordinance and the Company Israeli Withholding Tax Ruling (as defined in Section 5.5(a)), if obtained, and (iii) instructions in customary form for use in effecting the surrender of the Certificates or transfer of Uncertificated Shares in exchange for the applicable Per Share Merger Consideration. In the case of holders who prior to the Election Date properly delivered their Certificates to the Paying Agent along with their Forms of Election, such holders shall be entitled to receive in exchange therefor promptly after the Effective Time the applicable Per Share Merger consideration into which their Company Shares were converted at the Effective Time Upon (rounded to the nearest whole cent after aggregating all Company Shares held by such holder). With respect to holders who did not so deliver their Certificates and Forms of Election, such holders shall be entitled to receive, upon x) surrender of Certificates for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Parent or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, together with such letter of transmittal and such declaration form, duly completed and validly executed in accordance with the instructions thereto, the applicable holders of such Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the Per Share Merger Consideration into which payable with respect to their Company Shares were converted at the Effective Time (rounded to the nearest whole cent share after aggregating all Company Shares held by such holder), and the Certificates so Table of Contents surrendered or Uncertificated Shares so transferred shall forthwith be canceled. No interest shall accrue or be paid on the amounts payable pursuant to Section 1.4 1.3 upon the surrender of any Certificate for the benefit or transfer of the holder of such Certificateany Uncertificated Shares. Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time for all corporate purposes to evidence only the ownership of the right to receive the applicable Per Share Merger Consideration into to which such Company Shares shall have been so converted are entitled pursuant to Section 1.3 and, if applicable, an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.4(f1.3(f) and any dividends or distributions payable pursuant to Section 1.5(d1.4(d).

Payment and Exchange Procedures. As soon as reasonably practicable after At or prior to the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Shares, Stock whose shares were are to be converted into the right to receive the applicable Per Share Merger Consideration cash and shares of Parent Common Stock pursuant to Section 1.4 (1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(h) and any dividends or other than those holders who had previously properly delivered their Certificates distributions pursuant to the Paying Agent along with their Forms of Election): Section 1.7(c), (i) a 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 Paying Agent), Parent and shall contain such other provisions as Parent may reasonably specify) and (ii) a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961, as amended (the "ORDINANCE") and whether the Company Shares held by such holder were held by such holder before the initial public offering of the Company and (iii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Per Share Merger Consideration. In the case cash and shares of holders who prior Parent Common Stock pursuant to the Election Date properly delivered their Certificates Section 1.6(a), cash in lieu of any fractional shares pursuant to the Paying Agent along with their Forms of Election, such holders shall be entitled Section 1.6(h) and any dividends or other distributions pursuant to receive in exchange therefor promptly after the Effective Time the applicable Per Share Merger consideration into which their Company Shares were converted at the Effective Time (rounded to the nearest whole cent after aggregating all Company Shares held by such holderSection 1.7(c). With respect to holders who did not so deliver their Certificates and Forms of Election, such holders shall be entitled to receive, upon Upon surrender of the Certificates for cancellation to the Paying Agent Parent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal and such declaration formtransmittal, duly completed and validly executed in accordance with the instructions thereto, the applicable Per Share Merger Consideration into holders of such Certificates shall be entitled to receive in exchange therefor cash and shares of Parent Common Stock pursuant to Section 1.6(a), payment in lieu of fractional shares which their Company Shares were converted at such holders have the Effective Time (rounded right to the nearest whole cent after aggregating all Company Shares held by such holderreceive pursuant to Section 1.6(h) and any dividends or distributions payable pursuant to Section 1.7(c), and the Certificates so surrendered shall forthwith be canceled. No interest shall accrue or will be paid or accrued on the amounts any amount payable pursuant to Section 1.4 upon the due surrender of any Certificate for the benefit of the holder of such CertificateCertificates. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time Time, for all corporate purposes purposes, subject to Section 1.7(c) as to the payment of dividends, to evidence only the right to cash and ownership of the right to receive the applicable Per Share Merger Consideration number of full shares of Parent Common Stock into which such shares of Company Shares Stock shall have been so converted and, if applicable, and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.4(f1.6(h) and any dividends or distributions payable pursuant to Section 1.5(d1.7(c).

Payment and Exchange Procedures. As soon condition to payment, each Equityholder shall execute and deliver to the Sellers’ Representative a Letter of Transmittal completed to the Sellers’ Representative’s satisfaction surrendering such Equityholder’s Units or Options, as reasonably practicable after the case may be. Without limiting the generality of the foregoing, in the case of any U.S. Optionholder whose Vested Options are deemed exercised pursuant to Section 2.6(b)(ii) or any Canadian Optionholder that has not timely delivered a Letter of Transmittal prior to or at the Effective Time, Parent such Optionholder’s receipt of any consideration to be paid hereunder in respect of such Vested Options or Vested Option Units, as applicable, shall cause be conditioned upon the Paying Agent Sellers’ Representative’s subsequent receipt of an executed Letter of Transmittal on or before January 25, 2015 (or such later time as determined by the Sellers’ Representative), unless the Sellers’ Representative and Buyer mutually agree that such executed Letter of Transmittal must be delivered on an earlier date. If the consideration provided for herein is to mail to each holder be delivered in the name of a Person other than the Person in whose name is listed as the owner of record (as of on the Effective Time) of a certificate or certificates (each, a "CERTIFICATE" Target’s books and collectively, the "CERTIFICATES"), which records immediately prior to the Effective Time represented outstanding Company SharesTime, whose shares were converted into the right to receive the applicable Per Share Merger Consideration pursuant to Section 1.4 (other than those holders who had previously properly delivered their Certificates to the Paying Agent along with their Forms of Election): (i) a letter of transmittal in customary form (which shall specify that delivery it shall be effected, and risk a condition of loss and title to the Certificates shall pass, only upon such delivery of the Certificates to the Paying Agent), (ii) a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961, as amended (the "ORDINANCE") and whether the Company Shares that all such Units or Options held by such holder were held Person be properly assigned by the owner of record and the Person requesting such holder before the initial public offering payment (x) pays any transfer Tax required by reason of the Company and payment to a Person other than the registered holder of such Units or Options or (iiiy) instructions for use in effecting establishes to the surrender satisfaction of the Certificates in exchange for Surviving Entity and the applicable Per Share Merger ConsiderationSellers’ Representative that any such Tax has been paid or is otherwise not applicable. In making any payments hereunder, each of the case of holders who prior to Sellers’ Representative, the Election Date properly delivered their Certificates to Surviving Entity, and the Paying Agent along with their Forms of Election, such holders Companies shall be entitled to receive in exchange therefor promptly after deduct and withhold from the Effective Time the applicable Per Share Merger consideration into which their Company Shares were converted at the Effective Time (rounded otherwise payable pursuant to the nearest whole cent after aggregating all Company Shares held by this Agreement to any holder of Units or Options such holder). With respect to holders who did not so deliver their Certificates and Forms of Election, such holders shall be entitled to receive, upon surrender of Certificates for cancellation to the Paying Agent or to such other agent or agents amounts as may be appointed by Parent, together required to be deducted or withheld with respect to the making of such letter of transmittal payment under the Code or any applicable Tax provision (including any employment Taxes and such declaration form, duly completed and validly executed Tax withholding in accordance connection with the instructions theretoexercise or cancellation of any Vested Options). To the extent that amounts are so deducted or withheld and paid over to the appropriate Taxing authority by the Sellers’ Representative, the applicable Per Share Merger Consideration into which their Company Shares were converted at Surviving Entity, or the Effective Time (rounded Companies, such amounts shall be treated for all purposes of this Agreement as having been paid to the nearest whole cent after aggregating all Company Shares held by Person to whom such holder), and the Certificates so surrendered shall forthwith be canceled. No interest shall accrue or be paid on the amounts payable pursuant to Section 1.4 upon the surrender of any Certificate for the benefit of the holder of such Certificate. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time for all corporate purposes to evidence only the ownership of the right to receive the applicable Per Share Merger Consideration into which such Company Shares shall would otherwise have been so converted and, if applicable, an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.4(f) and any dividends or distributions payable pursuant to Section 1.5(d)paid.

Payment and Exchange Procedures. As (a) Parent shall: (i) as soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding extent not previously delivered by the Company Sharesor its designee, whose shares were converted into the right to receive the applicable Per Share Merger Consideration pursuant to Section 1.4 (other than those holders who had previously properly delivered their Certificates to the Paying Agent along with their Forms of Election): (i) cause a letter of transmittal in customary a form mutually agreeable to Parent and the Company (which shall specify that delivery shall a “Letter of Transmittal”) to be effected, and risk of loss and title delivered to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent), each Stockholder; (ii) at Closing, cause to be deposited with Computershare Trust Company, N.A. (or other bank or trust company mutually agreeable to Parent and the Company) (the “Exchange Agent”) pursuant to an Exchange Agreement in a declaration form in which mutually agreeable to Parent and the holder Company (the “Exchange Agreement”) and the amount of record states whether cash and shares of Parent Stock payable and issuable to the holder is Equityholders pursuant to Section 2.3 (the “Equityholder Consideration”), less (w) the Escrowed Cash, (x) Escrowed Stock, (y) any portion of the Equityholder Consideration subject to a resident Holdback Agreement, and (z) the Agent Expense Fund. (b) After the Effective Time, Parent will cause the Exchange Agent to pay and/or issue the portion of Israel as defined the Equityholder Consideration payable or issuable to each Stockholder on the Closing Date who submits a properly completed and duly executed Letter of Transmittal and any other documentation required thereby, and each Warrantholder who submits a properly completed Warrant Surrender Agreement in the Income Tax Ordinance of Israel [New Version], 1961, form attached hereto as amended Exhibit E (the "ORDINANCE"a “Warrant Surrender Agreement”) and whether any other documentation required thereby. (c) Notwithstanding anything to the Company Shares contrary in this Section 2.4, no party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law. (d) Any portion of Equityholder Consideration held by such holder were held by such holder before the initial public offering Exchange Agent that has not been delivered to any holders of the Company and (iii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Per Share Merger Consideration. In the case of holders who prior pursuant to the Election Date properly delivered their Certificates to the Paying Agent along with their Forms of Election, such holders shall be entitled to receive in exchange therefor promptly this Article 2 within one year after the Effective Time shall promptly be delivered to Parent, and thereafter Equityholder who has not theretofore complied with the applicable Per Share Merger consideration into which their Company Shares were converted at the Effective Time (rounded exchange procedures set forth in and contemplated by this Agreement shall look only to the nearest whole cent after aggregating all Surviving Company Shares held by such holder)(subject to abandoned property, escheat and similar laws) for its claim to any portion of the Equityholder Consideration, only as a general unsecured creditor thereof. With respect Notwithstanding anything to holders who did not so deliver their Certificates and Forms the contrary herein, if any portion of Electionthe Equityholder Consideration would otherwise escheat to or become the property of any Governmental Body, such holders shall be entitled to receiveportion shall, upon surrender of Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed extent permitted by Applicable Law, become the property of Parent, together with such letter free and clear of transmittal and such declaration form, duly completed and validly executed in accordance with the instructions thereto, the applicable Per Share Merger Consideration into which their Company Shares were converted at the Effective Time (rounded to the nearest whole cent after aggregating all Company Shares held by such holder), and the Certificates so surrendered shall forthwith be canceled. No interest shall accrue claims or be paid on the amounts payable pursuant to Section 1.4 upon the surrender interests of any Certificate for the benefit of the holder of such Certificate. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time for all corporate purposes to evidence only the ownership of the right to receive the applicable Per Share Merger Consideration into which such Company Shares shall have been so converted and, if applicable, an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.4(f) and any dividends or distributions payable pursuant to Section 1.5(d)Person previously entitled thereto.

Payment and Exchange Procedures. (a) At and after the Effective Time, each certificate (each a "Certificate") previously representing shares of Company Common Stock (other than Certificates representing Dissenting Shares (as defined below)) shall represent only the right to receive the Per Share Merger Consideration in respect of the number of shares represented by such certificate. (b) As of the Effective Time, Buyer shall have deposited, or caused to be deposited, with American Stock Transfer & Company (the "Paying Agent") (i) for the benefit of the holders of shares of Company Common Stock ("Stockholders"), for payment in accordance with this Section 2.3, the Per Share Merger Consideration multiplied by the total number of outstanding shares of Company Common Stock and (ii) for the benefit of holders of Options ("Optionholders"), for payment in accordance with Section 2.5, the aggregate Option Consideration (together with the amount described in (i) , the "Merger Consideration"). The amount of the Escrowed Funds delivered by the Escrow Agent to the Paying Agent pursuant to Section 2.2(b) shall be deemed deposited by the Buyer with the Paying Agent under this Section 2.3(b). (c) As soon as reasonably practicable after the Effective Time, Parent but in any event within three business days following the Effective Time, Buyer shall cause the Paying Agent to to: (i) mail to each holder of record (as of the Effective Time) of a certificate Certificate or certificates Certificates the following: (each, a "CERTIFICATE" and collectively, the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding Company Shares, whose shares were converted into the right to receive the applicable Per Share Merger Consideration pursuant to Section 1.4 (other than those holders who had previously properly delivered their Certificates to the Paying Agent along with their Forms of Election): (iA) a letter of transmittal in customary form (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent), (ii) which shall be in a declaration form in which the holder of record states whether the holder is a resident of Israel and contain any other reasonable provisions as defined in the Income Tax Ordinance of Israel [New Version], 1961, as amended (the "ORDINANCE") and whether the Company Shares held by such holder were held by such holder before the initial public offering of the Company Buyer may determine; and (iiiB) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Per Share portion of the Merger Consideration. In Upon the case proper surrender of holders who prior to the Election Date properly delivered their Certificates a Certificate to the Paying Agent along Agent, together with their Forms a properly completed and duly executed letter of Electiontransmittal, the holder of such holders Certificate shall be entitled to receive in exchange therefor promptly after the Effective Time portion of the applicable Per Share Merger consideration into Consideration which their Company Shares were converted at such holder has the Effective Time (rounded right to receive in respect of the Certificate surrendered pursuant to the nearest whole cent after aggregating all Company Shares held by such holder). With respect to holders who did not so deliver their Certificates and Forms of Election, such holders shall be entitled to receive, upon surrender of Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal and such declaration form, duly completed and validly executed in accordance with the instructions thereto, the applicable Per Share Merger Consideration into which their Company Shares were converted at the Effective Time (rounded to the nearest whole cent after aggregating all Company Shares held by such holder), provisions hereof and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. No interest shall accrue or be paid on In the amounts payable pursuant to Section 1.4 upon the surrender event of a transfer of ownership of any Certificate for shares of Company Common Stock not registered in the benefit transfer records of the holder Company, the applicable portion of the Merger Consideration may be issued to the transferee if the Certificate representing such Certificate. Until so surrenderedCompany Common Stock is presented to the Paying Agent, outstanding Certificates will accompanied by documents sufficient, in the reasonable discretion of Buyer and the Paying Agent, (1) to evidence and effect such transfer and (2) to evidence that all applicable stock transfer taxes have been paid; and (ii) deliver to each Optionholder listed on a schedule to be deemed from provided by the Company to Buyer and the Paying Agent on or before the Effective Time the Option Consideration set forth next to such Optionholder's name on such schedule in accordance with Section 2.5, against such documents as the Company may reasonably determine. (d) From and after the Effective Time for all corporate purposes to evidence only Time, there shall be no transfers on the ownership stock transfer records of the right Company of any shares of Company Common Stock that were outstanding immediately prior to receive the Effective Time. If, after the Effective Time, certificates are presented to Buyer or the Surviving Company, such Certificates shall be canceled and exchanged for the portion of the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.3. (e) Any portion of the aggregate Merger Consideration that remains unclaimed for one year after the Effective Time shall be delivered by the Paying Agent to Buyer. Any Stockholders or Optionholders who have not theretofore complied with this Section 2.3 shall thereafter look only to Buyer for payment of their Merger Consideration deliverable in respect of each share of Company Common Stock or Option held by such person as determined pursuant to this Agreement. If outstanding Certificates are not surrendered or payments hereunder not claimed prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other Applicable Law (as defined below), become the property of Buyer (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any Person (as defined below) previously entitled to such claims. Notwithstanding the foregoing, to the fullest extent permitted by Applicable Law, none of Buyer, the Surviving Company, the Paying Agent or any other Person shall be liable to any former Stockholder or Optionholder for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) 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, if required by the Paying Agent, the posting by such Person of a bond in such amount as the Paying Agent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay in exchange for such lost, stolen or destroyed Certificate the portion of the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (g) Buyer or the Surviving Company shall be entitled to deduct and withhold from the portion of the Merger Consideration otherwise payable pursuant to this Agreement to any Stockholder or Optionholder such amounts as Buyer or the Surviving Company is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law. (h) The Per Share Merger Consideration into shall be adjusted proportionately for any stock splits, stock dividends, subdivisions, reclassifications or any other combinations, divisions or similar change in the Company's capitalization after the date hereof and which occurs or which has a record date prior to the Effective Time of the Merger. If shares of Company Common Stock are issued pursuant to the Rights Agreement, then (i) the Per Share Merger Consideration shall be adjusted as follows: the sum of: (A) the aggregate Per Share Merger Consideration payable in respect of all shares of Company Common Stock outstanding immediately prior to such Company Shares shall have been so converted and, if applicable, an issuances plus (B) the amount of cash any monetary consideration received by the Company in lieu respect of such issuances, shall be divided by the number of shares of Company Common Stock outstanding after such issuances to arrive at the adjusted Per Share Merger Consideration, and (ii) the Option Consideration shall be appropriately adjusted by the number of shares of Company Common Stock issuable upon exercise of all Options after giving effect to the issuance of any fractional shares in accordance with Section 1.4(f) and any dividends or distributions payable of Company Common Stock pursuant to Section 1.5(dthe Rights Agreement (such that each Optionholder shall receive not less than what such Optionholder would have received prior to the issuance of such shares pursuant to the Rights Agreement).

Payment and Exchange Procedures. (a) The Buyer has appointed American Stock Transfer & Trust Company as paying and exchange agent (the “Exchange Agent”) for the purpose of exchanging certificates (“Certificates”) of the Company Common Stock and the Company Preferred Stock, for the Merger Consideration, in accordance with the terms of this Agreement and for making payments of the Merger Consideration to the Equityholders except for the payments of cash to the holders of Vested Company Options which shall be made by the Surviving Company in accordance with Section 3.2(b). As soon as reasonably practicable after the First Merger Effective Time, Parent shall the Buyer will cause the Paying Exchange Agent to mail send, to the extent not already sent by the Company prior to Closing, to each holder of record (of shares of Company Common Stock, Company Preferred Stock and Warrants, as of the First Merger Effective Time) of a certificate or certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding Company Shares, whose shares of Company Common Stock, Company Preferred Stock and Warrants were converted or exchanged, as applicable, into the right to receive a portion of the applicable Per Share Merger Consideration pursuant to Section 1.4 (other than those holders who had previously properly delivered their Certificates to the Paying Agent along with their Forms of Election): (i) 3.1, a letter of transmittal substantially in customary the form of Exhibit H (each, a “Letter of Transmittal), which shall specify that the delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates and, if applicable, copies of cancelled Vested Company Warrants, to the Paying Exchange Agent), (ii) a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961, as amended (the "ORDINANCE") and whether the Company Shares held by such holder were held by such holder before the initial public offering of the Company and (iii) including instructions for use in effecting the surrender of such Certificates to the Certificates Exchange Agent in exchange for a portion of the applicable Per Share Merger Consideration. In the case of holders who On or prior to the Election Date properly delivered their Certificates Closing Date, the Buyer shall cause to be deposited with the Exchange Agent the Closing Cash Payment (minus (x) the Closing Cash Vested Company Option Payment which shall be paid to the Paying Surviving Company for payment to the holders of Vested Company Options pursuant to Section 3.2(b) and (y) the aggregate amount of the Additional Escrow Amount Per Escrow Participating Share delivered to the Escrow Agent along with their Forms of Electionpursuant to Section 3.1(c), such holders which shall be entitled paid to the Surviving Company for payment to the holders of Vested Company Options pursuant to Section 3.2(b)(iii)), the Closing Cash in Lieu of Stock Payment (minus the portion of the Closing Cash in Lieu of Stock Payment payable to the holders of Vested Company Options who are Non-Accredited Equityholders) which shall be paid to the Surviving Company for payment to the holders of Vested Company Options who are Non-Accredited Equityholders pursuant to Section 3.2(b)(ii), the Closing Buyer Common Stock Payment (which shall be in non-certificated book-entry form) and the shares of Closing Preferred Stock (collectively, the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the applicable payments of the Closing Cash Payment, the Closing Buyer Common Stock Payment, the Closing Cash in Lieu of Stock Payment and the shares of Closing Preferred Stock to the Equityholders out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. Notwithstanding anything to the contrary in this Agreement, the Buyer shall cause the shares of Closing Preferred Stock to be delivered to JMI at the Closing subject to the Buyer’s receipt at or prior to the Closing of Certificates representing all of the JMI Shares and a Letter of Transmittal duly executed by JMI. (b) Each holder of shares of Company Common Stock, Company Preferred Stock, Options and Warrants that have been converted or exchanged, as applicable, into the right to receive in exchange therefor promptly after a portion of the Effective Time the applicable Per Share Merger consideration into which their Company Shares were converted at the Effective Time (rounded to the nearest whole cent after aggregating all Company Shares held by such holder). With respect to holders who did not so deliver their Certificates and Forms of Election, such holders shall be entitled to receiveExchange Fund, upon surrender of Certificates for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentof a Certificate, together with such letter a Letter of transmittal and such declaration formTransmittal, duly executed and completed and validly executed in accordance with the instructions theretothereto or, if applicable, a properly completed and duly executed Surrender Agreement, and such other documents as may reasonably be required by the Buyer or the Exchange Agent, will be paid in exchange therefor cash, shares of Buyer Common Stock (which shall be in non-certificated book-entry form) (and cash in lieu of fractional shares) and/or shares of Buyer Series A Preferred Stock representing, in the aggregate, the applicable Per Share Merger Consideration into which their Company Shares were converted at portion and type of the Effective Time (rounded Exchange Fund that such holder has the right to receive pursuant to the nearest whole cent provisions of this Article III (less any required Tax withholding). Such cash and/or shares shall be paid as promptly as practicable (but in any event within two Business Days) after aggregating all Company Shares held receipt by such holder), and the Exchange Agent of the Certificates so surrendered shall forthwith be canceledand letter of transmittal in accordance with the foregoing. No interest shall accrue or be paid or accrued on any consideration from the amounts payable pursuant to Section 1.4 upon the surrender of any Certificate for the benefit of the holder of such CertificateExchange Fund. Until so surrendered, outstanding Certificates will be deemed from and each such Certificate shall, after the First Merger Effective Time Time, represent for all corporate purposes to evidence only the ownership of the right to receive such portion and type of the Merger Consideration as contemplated by Sections 3.1 and 3.2. (c) If any shares issuable under this Article III are to be registered in the name of a Person other than the Person in whose name the applicable Per Share Merger Consideration into which surrendered Certificate is registered, it shall be a condition thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such Company Shares shall have been so converted and, if applicable, an amount of cash in lieu delivery of the issuance shares issuable hereunder shall pay to the Exchange Agent any required transfer or other similar Taxes or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) After the First Merger Effective Time, the Company shall not register the transfer of shares of Company Common Stock, shares of Company Preferred Stock, Options or Warrants. From and after the First Merger Effective Time, the holders of Certificates representing shares of Company Common Stock, shares of Company Preferred Stock, Options or Warrants outstanding immediately prior to the First Merger Effective Time shall cease to have any fractional rights with respect to such shares of Company Common Stock, shares of Company Preferred Stock, Options or Warrants except as otherwise provided in this Agreement or by applicable Law. If, after the First Merger Effective Time, Certificates are presented to the Exchange Agent or the Buyer, they shall be cancelled and exchanged for the consideration provided for, and in accordance with Section 1.4(fthe procedures set forth, in this Article III. (e) Any portion of the Exchange Fund that remains unclaimed by the holders of shares of Company Common Stock, shares of Company Preferred Stock, Options or Warrants six months after the First Merger Effective Time shall be returned to the Buyer, upon demand, and any dividends such holder who has not exchanged his or distributions payable her shares of Company Common Stock, shares of Company Preferred Stock, Options or Warrants for a portion of the Merger Consideration in accordance with this Section 3.4 prior to that time shall thereafter look only to the Buyer for delivery of the applicable portion of the Merger Consideration in respect of such holder’s shares of Company Common Stock, shares of Company Preferred Stock, Options or Warrants. Notwithstanding the foregoing, neither the Buyer, the Surviving Company nor the Company shall be liable to any holder of shares of Company Common Stock, shares of Company Preferred Stock, Options or Warrants for any consideration delivered to a public official pursuant to Section 1.5(d)applicable abandoned property Laws. Any portion of the Merger Consideration payable in accordance with this Agreement remaining unclaimed by holders of shares of Company Common Stock, shares of Company Preferred Stock, Options or Warrants immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Buyer free and clear of any claims or interest of any Person previously entitled thereto.

Payment and Exchange Procedures. As soon as reasonably practicable after (i) At least four Business Days prior to the Effective TimeClosing, Parent shall cause the Paying Agent to will e-mail or otherwise deliver to each holder of record (as of the Effective Time) of a certificate Certificate or certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES"), which Book-Entry Share that immediately prior to the Effective Time represented outstanding shares of Company SharesCapital Stock, whose shares were will be converted into the right to receive a portion of the applicable Per Share Merger Consideration pursuant to Section 1.4 (other than those holders who had previously properly delivered their Certificates to the Paying Agent along with their Forms of Election): (i) 1.7, a letter of transmittal substantially in customary the form of Exhibit E (which shall specify that delivery shall be effectedthe “Letter of Transmittal”), and risk of loss and title to the Certificates shall pass, only upon delivery instructions for execution of the Certificates to the Paying Agent), (ii) a declaration form in which the holder Letter of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961, as amended (the "ORDINANCE") and whether the Company Shares held by such holder were held by such holder before the initial public offering of the Company and (iii) instructions for use Transmittal in effecting the surrender of the Certificates and Book-Entry Shares in exchange for a portion of the applicable Per Share Merger Consideration. In . (ii) Upon surrender of a Certificate or Book-Entry Share, as applicable, for cancellation to Parent, together with (A) a Letter of Transmittal, duly executed by the case holder of holders who prior to the Election Date properly delivered their Certificate or Book-Entry Shares, (B) an IRS Form W-9 (or applicable IRS Form W-8) completed and duly executed by such holder, and (C) such other documents as may reasonably be required by Parent (and indemnity or surety bond for lost Certificates to as may reasonably be required by Parent), the Paying Agent along with their Forms holder of Election, such holders Certificate or Book-Entry Share shall be entitled to receive in exchange therefor promptly a portion of the Merger Consideration in accordance with the provisions of this Article 1, and Parent shall cancel the Certificate or Book-Entry Shares so surrendered. If the aforementioned documentation is completed (in a form reasonably acceptable to Parent) and delivered to Parent in accordance with this Section 1.8(b)(ii) (x) no later than two Business Days prior to the Closing, Parent shall (1) pay the applicable portion of the Closing Cash Consideration to such holder on the Closing Date in accordance with the Closing Statement by wire transfer of immediately available funds to an account designated by such holder in the Letter of Transmittal, or by check if an account is not so designated by such holder, and (2) instruct its transfer agent to issue the relevant number of shares of Parent Class A Common Stock constituting the applicable portion of the Merger Stock Consideration to such holder on the Closing Date in accordance with the Closing Statement. If any portion of the Merger Consideration is to be registered in the name of, or paid to, a person other than the person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition to the registration or issuance (as applicable) of such portion of the Merger Consideration that the surrendered Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such delivery of the relevant portion of the Merger Consideration shall pay to Parent any transfer or similar Taxes required solely by reason of such registration in the name of a person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable, and such registration or payment will only be made in accordance with the requirements described in the Letter of Transmittal. (iii) Until surrendered as contemplated by this Section 1.8(b), each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the applicable Per Share Merger consideration into which their Company Shares were converted at right to receive upon such surrender a portion of the Effective Time (rounded to the nearest whole cent after aggregating all Company Shares held by such holder). With respect to holders who did not so deliver their Certificates and Forms of Election, such holders shall be entitled to receive, upon surrender of Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal and such declaration form, duly completed and validly executed in accordance with the instructions thereto, the applicable Per Share Merger Consideration into which their Company Shares were converted at the Effective Time (rounded pursuant to the nearest whole cent after aggregating all Company Shares held by such holderSection 1.7(b), and the Certificates so surrendered shall forthwith be canceled. No interest shall accrue or be paid or shall accrue for the benefit of holders of Certificates or Book-Entry Shares on such portion of the amounts payable pursuant to Section 1.4 Merger Consideration upon the surrender of any Certificate for the benefit of the holder of such Certificate. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time for all corporate purposes to evidence only the ownership of the right to receive the applicable Per Share Merger Consideration into which such Company Shares shall have been so converted and, if applicable, an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.4(f) and any dividends or distributions payable pursuant to Section 1.5(d)Book-Entry Shares.

Payment and Exchange Procedures. (a) As soon as reasonably practicable after the Effective Time, Parent shall: (i) to the extent not previously delivered, cause a letter of transmittal in substantially the form attached hereto as Exhibit F (a “Letter of Transmittal”) to be delivered to each Stockholder; and (ii) cause to be deposited with Computershare Trust Company, N.A. or other bank or trust company as Parent may choose in its discretion (the “Exchange Agent”) the amount of cash and shares of Parent Stock payable and issuable to the Equityholders pursuant to Section 2.3 (the “Equityholder Consideration”), less (x) the Escrow Amount and (y) any portion of the Equityholder Consideration subject to a Holdback Agreement. (b) After the Effective Time, Parent will cause the Exchange Agent to pay and/or issue the portion of the Equityholder Consideration payable or issuable to each Stockholder on the Closing Date who submits a properly completed and duly executed Letter of Transmittal and any other documentation required thereby and each Warrantholder who submits a properly completed Warrant Surrender Agreement in the form attached hereto as Exhibit G (a “Warrant Surrender Agreement”) and any other documentation required thereby. (c) As soon as reasonably practicable after the Effective Time, Parent shall pay or cause the Paying Agent Surviving Company to mail to each holder pay the aggregate amount of record (as of the Effective Time) of a certificate or certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES"), which immediately prior cash payable to the Effective Time represented outstanding Company Shares, whose shares were converted into the right to receive the applicable Per Share Merger Consideration Optionholders pursuant to Section 1.4 (other than those holders who had previously properly delivered their Certificates to the Paying Agent along with their Forms of Election): 2.4, (i) a letter of transmittal for employee Optionholders (both current and former), through its payroll system in customary form (which shall specify that delivery shall be effectedaccordance with standard payroll practices, and risk of loss subject to any required withholding for applicable Taxes, and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent), (ii) for Persons who are neither current nor former employees, through its accounts payable system. (d) Notwithstanding anything to the contrary in this Section 2.5, no party hereto shall be liable to any Person for any amount properly paid to a declaration form in which the holder public official pursuant to any applicable abandoned property, escheat or similar Applicable Law. (e) Any portion of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961, as amended (the "ORDINANCE") and whether the Company Shares Equityholder Consideration held by such holder were held by such holder before the initial public offering Exchange Agent that has not been delivered to any holders of the Company and (iii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Per Share Merger Consideration. In the case of holders who prior pursuant to the Election Date properly delivered their Certificates to the Paying Agent along with their Forms of Election, such holders shall be entitled to receive in exchange therefor promptly this Article 2 within one year after the Effective Time the applicable Per Share Merger consideration into which their Company Shares were converted at the Effective Time (rounded shall promptly be delivered to the nearest whole cent after aggregating all Surviving Company, and thereafter Equityholder who has not theretofore complied with the exchange procedures set forth in and contemplated by this Agreement shall look only to the Surviving Company Shares held by such holder)(subject to abandoned property, escheat and similar laws) for its claim to any portion of the Equityholder Consideration, only as a general unsecured creditor thereof. With respect Notwithstanding anything to holders who did not so deliver their Certificates and Forms the contrary herein, if any portion of Electionthe Equityholder Consideration would otherwise escheat to or become the property of any Governmental Body, such holders shall be entitled to receiveportion shall, upon surrender of Certificates for cancellation to the Paying Agent extent permitted by Applicable Law, become the property of the Surviving Company, free and clear of all claims or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal and such declaration form, duly completed and validly executed in accordance with the instructions thereto, the applicable Per Share Merger Consideration into which their Company Shares were converted at the Effective Time (rounded to the nearest whole cent after aggregating all Company Shares held by such holder), and the Certificates so surrendered shall forthwith be canceled. No interest shall accrue or be paid on the amounts payable pursuant to Section 1.4 upon the surrender interests of any Certificate for the benefit of the holder of such Certificate. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time for all corporate purposes to evidence only the ownership of the right to receive the applicable Per Share Merger Consideration into which such Company Shares shall have been so converted and, if applicable, an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.4(f) and any dividends or distributions payable pursuant to Section 1.5(d)Person previously entitled thereto.

Payment and Exchange Procedures. As soon as reasonably practicable after (a) MIHC or its designee shall deliver the Effective Time, Parent shall cause the Paying Agent to mail following items to each person who, according to the stock transfer books of MIHC, was a holder of record (of a certificate that evidenced shares of MIHC Common Stock or MIHC Preferred as of the Effective Time) of a certificate or certificates Time (each, a "CERTIFICATE" and collectively, the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding Company Shares, whose shares were converted into the right to receive the applicable Per Share Merger Consideration pursuant to Section 1.4 (other than those holders who had previously properly delivered their Certificates to the Paying Agent along with their Forms of Election“Certificate”): (i) a letter of transmittal in customary form that (which A) shall specify that delivery shall be effected, and risk of loss of and transfer of title to the Certificates a Certificate shall pass, only upon delivery of the Certificates a Certificate to the Paying Agent), MIHC or its designee and (B) shall otherwise be in such form as MIHC may deem advisable and (ii) a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961, as amended (the "ORDINANCE") and whether the Company Shares held by such holder were held by such holder before the initial public offering of the Company and (iii) instructions for use in effecting regarding the surrender of Certificates and the Certificates taking of other actions in exchange for the applicable Per Share Merger Considerationconsideration described in Section 5. In the case of holders who prior to the Election Date properly delivered their Certificates to the Paying Agent along with their Forms of Election, such holders shall be entitled to receive in exchange therefor promptly after the Effective Time the applicable Per Share Merger consideration into which their Company Shares were converted at the Effective Time (rounded to the nearest whole cent after aggregating all Company Shares held by such holder). With respect to holders who did not so deliver their Certificates and Forms of Election, such holders shall be entitled to receive, upon Upon surrender of Certificates a Certificate for cancellation to the Paying Agent Parent or to such other agent or agents as may be appointed by Parent, its designee together with such a signed letter of transmittal and such declaration formother documents as may be required pursuant to those instructions, duly completed and validly executed the holder of that Certificate will be entitled to receive consideration that is determined according to Section 5 with respect to the shares of capital stock of MIHC underlying that Certificate. Until surrendered in accordance with the instructions theretoprovisions of this Section 7, the applicable Per Share Merger Consideration into which their Company Shares were converted at the Effective Time (rounded to the nearest whole cent after aggregating all Company Shares held by such holder), and the Certificates so surrendered a Certificate shall forthwith be canceled. No interest shall accrue or be paid on the amounts payable pursuant to Section 1.4 upon the surrender of any Certificate for the benefit of the holder of such Certificate. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time represent for all corporate purposes to evidence only the ownership of the right to receive the consideration described under Section 5. If any Certificate is lost, stolen or destroyed, Parent or its designee will pay in exchange for that lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration into which such Company Shares shall have been so converted amount of the consideration otherwise deliverable in respect the shares of capital stock underlying that Certificate upon the delivery of a duly executed affidavit of loss by the putative owner thereof and, if applicablerequired by Parent, an amount agreement of cash in lieu that holder to indemnify the Surviving Corporation and Parent against any claim or controversy relating to the applicable Certificate. No interest will be paid to, or will accrue for the benefit of, any of the issuance stockholders of MIHC on any fractional amounts owing in respect of a Certificate surrendered in accordance with this Section 7. (b) Parent and the Surviving Corporation may deduct and withhold from the cash portion of the consideration payable under this Agreement to any stockholder of MIHC such amounts as Parent or the Surviving Corporation may be required to deduct and withhold under the Code or any provision of state, local or foreign tax law. Any withheld amounts will be treated for all purposes of this Agreement as having been paid to the stockholder of MIHC in respect of whom the deduction and withholding was made by the Parent or the Surviving Corporation. (c) All amounts paid or shares issued under this Section 7 upon the conversion of shares of MIHC Common Stock and MIHC Preferred will be deemed to have been made in full satisfaction of all rights pertaining to any shares of MIHC Common Stock or MIHC Preferred, as the case may be, that are outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing any such shares are presented to Parent or the Surviving Corporation for any reason, they will be cancelled and treated in accordance with Section 1.4(f) 5 and any dividends or distributions payable pursuant to this Section 1.5(d)7.