1Exchange of Shares. On the Closing Date (as hereinafter defined) the Members shall tender all of the MBM Cleaners Interests to EXAD and EXAD shall issue the EXAD Shares to the Members, both of which shall remain in Escrow for redemption by EXAD every 90 days from the Closing date. The MBM Cleaners Interests shall be released to EXAD upon full payment of the purchase price hereunder.
1Exchange of Shares. Upon the terms and subject to the conditions hereof, at the Closing the Vulcain Shareholders will sell, convey, assign, transfer and deliver to TRCC stock certificates representing the Vulcain Shares, and TRCC will issue to each Vulcain Shareholder, in exchange for such Vulcain Shareholder’s pro rata portion of the Vulcain Shares, one or more stock certificates representing the number of shares of TRCC Common Stock, par value $.00025 per share ( “Common Stock”), set forth opposite such Vulcain Shareholder’s name in Column II on Schedule I attached hereto (collectively, the “TRCC Shares”). The aggregate number of TRCC Shares to be issued to the Vulcain Shareholders will equal 117,813,681 shares of Common Stock.
