The Company has timely filed all Exchange Act Reports required to be filed with the Securities and Exchange Commission pursuant to the Exchange Act. All such Exchange Act Reports, when so filed, complied in form and substance in all material respects with the Exchange Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

BBTR Exchange Data. BBTR shall be solely responsible for making arrangements for the acquisition of and continued access to all necessary BBTR Exchange Data necessary for utilization of the BBTR System and the timely payment of all applicable Exchange Fees required for the operation, maintenance and use of the BBTR System. BBTR Exchange Data shall be made available for utilization by the BBTR System in the format and meeting the specifications prescribed by Blackbox. All such Exchange Fees shall be paid upon the terms and as required by the provider of the data for each of the BBTR Exchanges.

At the Closing, ​ will cause to be issued and held for delivery to the Sangre Members or their designees, stock certificates representing in the aggregate the ​ Shares, in exchange for all of the issued and outstanding Sangre Membership Interests, which Sangre Membership Interests will be delivered to ​ at the Closing.

Exchange of Certificates. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares issued pursuant to the Plan is no longer required, the Participant or the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but lacking such legend.

Prior to the Closing, Purchaser, the Representative, the Company and the Escrow Agent (in such capacity, the “Exchange Agent”) will deliver an Exchange Agent Agreement in a form reasonably acceptable to the Parties (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the Exchange Agent will act as exchange agent in connection with the Merger to receive the Letters of Transmittal and Certificates and, for the benefit of the Equity Holders, the Merger Consideration.

Exchange Agent Agreement. Other than the Bank and Patriot, all parties to the Exchange Agent Agreement shall have entered into such agreement and there shall have been no notice that any such other parties do not intend to honor such agreement.

Exchange Agent Agreement. Other than ​, all parties to the Exchange Agent Agreement shall have entered into such agreement and there shall have been no notice that any such other parties do not intend to honor such agreement.

Except as otherwise determined by the Board and/or the Committee, all monetary values with respect to Awards granted pursuant to this Israeli Appendix, including without limitation the Fair Market Value and, if applicable, the Exercise Price of each Award, shall be stated in United States Dollars. In the event that the Exercise Price is in fact to be paid in New Israeli Shekels, at the sole discretion of the Board and/or the Committee, the conversion rate shall be the last known representative rate (published by the Bank of Israel) of the U.S. Dollars to the New Israeli Shekels on the date of payment.

to amend, modify, or cancel any Award, and authorize the exchange, substitution, or replacement of Awards; and

any trade-in of equipment or other Property in exchange for other equipment or other replacement Property;