MILLION TWO HUNDRED SIX THOUSAND SEVEN HUNDRED TWENTY DOLLARS ($9,206,720), SUCH
STOCK TO BE VALUED AT $1.98 PER SHARE (THE "STOCK CONSIDERATION", AND
COLLECTIVELY WITH THE CASH CONSIDERATION AND THE EARNOUT PAYMENT (IF ANY) AND
THE ADDITIONAL CASH PAYMENT (IF ANY), THE "MERGER CONSIDERATION").
FROM AND
AFTER THE EFFECTIVE TIME, ALL ILEAD COMMON STOCK SHALL AUTOMATICALLY BE REDEEMED
AND CANCELED AND SHALL CEASE TO EXIST, AND EACH HOLDER OF A CERTIFICATE, IF ANY,
THAT PREVIOUSLY REPRESENTED ANY SUCH ILEAD COMMON STOCK (COLLECTIVELY, THE
"ILEAD CERTIFICATES") SHALL CEASE TO HAVE ANY RIGHTS WITH RESPECT THERETO OTHER
THAN THE RIGHT TO RECEIVE, IF ANY, THEIR PORTION OF THE MERGER CONSIDERATION
(INCLUDING THE EARNOUT PAYMENT).
THE MERGER CONSIDERATION SHALL BE DEEMED TO
HAVE BEEN ISSUED IN FULL SATISFACTION OF ALL RIGHTS PERTAINING TO THE ILEAD
COMMON STOCK, AND AFTER THE EFFECTIVE TIME, THERE SHALL BE NO FURTHER
REGISTRATION OR TRANSFERS OF ILEAD COMMON STOCK.
IF AFTER THE EFFECTIVE TIME,
ANY ILEAD CERTIFICATES ARE PRESENTED TO ILEAD SURVIVING COMPANY FOR ANY REASON,
THEY SHALL BE CANCELLED AND EXCHANGED AS PROVIDED IN THIS SECTION 2.6. IF ANY
ILEAD CERTIFICATES REPRESENTING ILEAD COMMON STOCK SHALL HAVE BEEN LOST, STOLEN
OR DESTROYED, THK SHALL ISSUE IN EXCHANGE FOR SUCH LOST, STOLEN OR DESTROYED
CERTIFICATES, UPON THE MAKING OF AN AFFIDAVIT OF THAT FACT BY THE HOLDER
THEREOF, THE APPLICABLE MERGER CONSIDERATION; PROVIDED, HOWEVER, THAT THK MAY,
IN ITS DISCRETION AND AS A CONDITION PRECEDENT TO THE ISSUANCE AND DELIVERY
THEREOF, REQUIRE THE OWNER OF SUCH LOST, STOLEN OR DESTROYED CERTIFICATES TO
DELIVER A BOND IN SUCH SUM AS IT MAY REASONABLY DIRECT AS INDEMNITY AGAINST ANY
CLAIM THAT MAY BE MADE AGAINST THK OR ILEAD SURVIVING COMPANY WITH RESPECT TO
THE CERTIFICATES ALLEGED TO HAVE BEEN LOST, STOLEN OR DESTROYED.
2.7
OPTIONS AND WARRANTS.
PRIOR TO THE EFFECTIVE TIME, THE
SHAREHOLDERS, AT THE SHAREHOLDERS' SOLE EXPENSE, SHALL TAKE ALL ACTIONS
NECESSARY TO CAUSE ALL ILEAD COMMON STOCK OTHER THAN THE ILEAD COMMON STOCK HELD
BY THE SHAREHOLDERS WHICH IS BEING EXCHANGED FOR THE MERGER CONSIDERATION IN
ACCORDANCE WITH SECTION 2.6, AND ALL OPTIONS, WARRANTS AND OTHER CONTRACTUAL OR
OTHER RIGHTS TO PURCHASE OR OTHERWISE ACQUIRE OR CONVERT INTO ILEAD COMMON
STOCK, IF ANY, TO BE CANCELLED, EXTINGUISHED AND TERMINATED.
2.8
TAKING OF NECESSARY ACTION; FURTHER ACTION.
IF, AT ANY TIME AND
FROM TIME TO TIME AFTER THE EFFECTIVE TIME, ANY FURTHER ACTION IS NECESSARY OR
DESIRABLE TO CARRY OUT THE PURPOSES OF THIS AGREEMENT AND TO VEST IN THE ILEAD
SURVIVING COMPANY FULL RIGHT, TITLE AND POSSESSION OF ALL PROPERTIES, ASSETS,
RIGHTS, PRIVILEGES, POWERS AND FRANCHISES OF ILEAD AND ILEAD ACQUISITION SUB,
THE OFFICERS AND MANAGERS OF ILEAD AND THE ILEAD SURVIVING COMPANY SHALL BE AND
ARE FULLY AUTHORIZED AND DIRECTED, IN THE NAME OF AND ON BEHALF OF THEIR
RESPECTIVE COMPANIES, TO TAKE, OR CAUSE TO BE TAKEN, ALL SUCH LAWFUL AND
NECESSARY ACTION AS IS NOT INCONSISTENT WITH THIS
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AGREEMENT.
THK SHALL CAUSE ILEAD ACQUISITION SUB AND THK LLC TO PERFORM ALL OF