Common use of Agreement to Exchange Securities Clause in Contracts

Agreement to Exchange Securities. Subject to the terms and upon -------------------------------- the conditions set forth herein, each Selling Stockholder agrees to sell, assign, transfer and deliver to the Company, and the Company agrees to purchase from each Selling Stockholder, at the Closing (as defined below), the National Capital Shares owned by the respective Selling Stockholder as set forth on the List of Selling Stockholders, in exchange for the transfer, at the Closing, by the Company to each Selling Stockholder of a pro rata share of the Company Shares. A Selling Stockholder's pro rata share of the Company Shares shall be determined by multiplying the total number of the Company Shares (i.e., ---- 4,000,000 shares of Common Stock) by a fraction, the numerator of which is the total number of National Capital Shares owned by the Selling Stockholder at the Closing and the denominator of which is the total number of National Capital Shares issued and outstanding at the Closing.

Agreement to Exchange Securities. Subject to the terms and upon -------------------------------- the conditions set forth herein, each Selling Stockholder agrees to sell, assign, transfer and deliver to the CompanyCLUSONE, and the Company CLUSONE agrees to purchase from each Selling Stockholder, at the Closing (as defined below)Closing, the National Capital Company Shares owned by the respective Selling Stockholder as set forth on the List of Selling Stockholders, in exchange for the transfer, at the Closing, by the Company CLUSONE to each Selling Stockholder of a pro rata share of the Company CLUSONE Shares. A Selling Stockholder's pro rata share of the Company CLUSONE Shares shall be determined by multiplying the total number of the Company CLUSONE Shares (i.e., ---- 4,000,000 2,000,000 shares of Common Stock) by a fraction, the numerator of which is the total number of National Capital Company Shares owned by the Selling Stockholder at the Closing and the denominator of which is the total number of National Capital Company Shares issued and outstanding at the Closing.

Agreement to Exchange Securities. Subject to the terms and upon -------------------------------- the conditions set forth herein, each Selling Stockholder agrees to sell, assign, transfer and deliver to the CompanyCLUSONE, and the Company CLUSONE agrees to purchase from each Selling Stockholder, at the Closing (as defined below)Closing, the National Capital Company Shares owned by the respective Selling Stockholder as set forth on the List of Selling Stockholders, in exchange for the transfer, at the Closing, by the Company CLUSONE to each Selling Stockholder of a pro rata share of the Company CLUSONE Shares. A Selling Stockholder's pro rata share of the Company CLUSONE Shares shall be determined by multiplying the total number of the Company CLUSONE Shares (i.e., ---- 4,000,000 3,000,000 shares of Common Stock) by a fraction, the numerator of which is the total number of National Capital Company Shares owned by the Selling Stockholder at the Closing and the denominator of which is the total number of National Capital Company Shares issued and outstanding at the Closing.