Common use of Exchange of Stock Clause in Contracts

Exchange of Stock. (a) The Werke Shareholders agree to transfer to WICK, and WICK agrees to purchase from the Werke Shareholders, all of the Werke Shareholders' right, title and interest in the WERKE Stock, representing 100% of the issued and outstanding stock of WERKE, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature. (b) At the Closing (as defined in Section 2 below), upon surrender by the Werke Shareholders of the certificates evidencing the WERKE Stock, duly endorsed for transfer to WICK or accompanied by stock powers executed in blank by the Werke Shareholders, WICK will cause 11,000,000 shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $.001 of WICK (the "WICK Stock") to be issued to the Werke Shareholders (or their designees), in full satisfaction of any right or interest which each Shareholder held in the WERKE Stock. The WICK Stock will be issued to the Werke Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in WERKE, as set forth on EXHIBIT A (subject to adjustment as set forth below), at the Closing. As a result of the exchange of the WERKE Stock for the WICK Stock, WERKE will become a wholly owned subsidiary of WICK. (c) EXHIBIT A, may be amended by WERKE at or prior to the Closing in order to give effect to the conversion by STPF of its interest in STWP into equity in WERKE and to reflect other changes in the capital structure of WERKE which may be caused by investment into WERKE by third parties prior to the Closing. Any additional shareholders which are added to EXHIBIT A, at or prior to Closing will agree to be bound by the terms of this Agreement, either directly or by signing the Agreement to Appoint Shareholders Representative attached hereto as EXHIBIT B, however, their failure to do so prior to Closing will not effect the validity or enforceability of this Agreement as between the present parties. In no event shall WICK be required to issue any additional securities, other than as set forth herein, as a result of any changes in the capital structure of WERKE at or prior to the Closing.

Exchange of Stock. (a) The Werke Shareholders agree to transfer to WICKPRECOM, and WICK PRECOM agrees to purchase from the Werke Shareholders, all of the Werke Shareholders' right, title and interest in the WERKE their GNOW Stock, representing 100% of the issued and outstanding stock of WERKEGNOW, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature. (b) At the Closing (as defined in Section 2 below), upon surrender by the Werke Shareholders of the certificates evidencing the WERKE Stock, GNOW Stock duly endorsed for transfer to WICK PRECOM or accompanied by stock powers executed in blank by the Werke Shareholders, WICK PRECOM will cause 11,000,000 9,453,017 shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $.001 0.001 of WICK PRECOM (the "WICK PRECOM Stock") to be issued to the Werke Shareholders (or their designees)Shareholders, in full satisfaction of any right or interest which each Shareholder held in the WERKE GNOW Stock. The WICK PRECOM Stock will be issued to the Werke Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in WERKEthe GNOW Stock, as set forth on EXHIBIT A (subject Exhibit A. Any fractional shares that will result due to adjustment as set forth below), at such pro rata distribution will be rounded up to the Closingnext highest whole number. As a result of the exchange of the WERKE GNOW Stock in exchange for the WICK PRECOM Stock, WERKE GNOW will become a wholly wholly-owned subsidiary of WICKPRECOM. (c) EXHIBIT AImmediately following the Closing, may holders of Options ("Optionholders") to purchase GNOW common stock pursuant to its current employee stock option plan will be amended by WERKE at or prior issued 2,448,062 options (of which 692,450 are vested as of 5/29/01) to purchase stock in PRECOM (the "PRECOM Options") to be issued to the Closing Optionholders, in order full satisfaction of any right or interest which each Optionholder held to give effect acquire GNOW stock. The PRECOM Options will be issued to the conversion Optionholders based on a pro rata formulae with the numerator being the percentage interest that they had a right to acquire in GroupNow assuming exercise of all options (as set forth on Exhibit B) and the denominator being the percentage of PRECOM stock to be held by STPF of its interest in STWP into equity in WERKE and to reflect other changes in the capital structure of WERKE which may be caused by investment into WERKE by third parties prior to GNOW shareholders immediately following the Closing. Any additional shareholders which are added right to EXHIBIT Aacquire fractional shares that will result due to such pro rata formulae will be rounded up to the next highest whole number. (d) PRECOM intends to change its name to GroupNow, at or prior to Closing will agree Inc. and the stock certificates to be bound by issued to the terms of this Agreement, either directly or by signing the Agreement to Appoint Shareholders Representative attached hereto as EXHIBIT B, however, their failure to do so prior to Closing will not effect the validity or enforceability of this Agreement as between the present parties. In no event shall WICK shareholders may be required to issue any additional securities, other than as set forth herein, as a result of any changes issued in the capital structure name of WERKE at PRECOM or prior to the Closing.GroupNow, Inc.

Exchange of Stock. (a) The Werke Shareholders agree to transfer to WICKPrecom, and WICK Precom agrees to purchase acquire from the Werke Shareholders, all of the Werke Shareholders' right, title and interest in the WERKE their IFCS Stock, representing 100% of the issued and outstanding stock of WERKEIFCS, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature. (b) At the Closing (as defined in Section 2 below), upon surrender by the Werke Shareholders of the certificates evidencing the WERKE Stock, IFCS Stock duly endorsed for transfer to WICK Precom or accompanied by stock powers executed in blank by the Werke Shareholders, WICK Precom will cause 11,000,000 6,250,000 shares of its voting, convertible, non-cumulative preferred stock (the "Precom Stock"), subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $.001 of WICK (the "WICK Stock") to be issued to the Werke Shareholders (or their designees)Shareholders, in full satisfaction of any right or interest which each Shareholder held in the WERKE IFCS Stock. The WICK Precom Stock shall be subject to the Statement of Preferences attached hereto as Exhibit B. The Precom Stock will be issued to the Werke Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in WERKEthe IFCS Stock, as set forth on EXHIBIT A (subject Exhibit A. Any fractional shares that will result due to adjustment as set forth below), at such pro rata distribution will be rounded up to the Closingnext highest whole number. As a result of the exchange transfer of the WERKE IFCS Stock in exchange for the WICK Precom Stock, WERKE IFCS will become a wholly wholly-owned subsidiary of WICKPrecom. (c) EXHIBIT APrecom intends to change its name to IFCS Holding, Inc. or such derivation or variation thereof as the Shareholders and IFCS hereafter shall designate and the stock certificates to be issued to the shareholders may be amended by WERKE at or prior to the Closing in order to give effect to the conversion by STPF of its interest in STWP into equity in WERKE and to reflect other changes issued in the capital structure name of WERKE which may be caused by investment into WERKE by third parties prior to the Closing. Any additional shareholders which are added to EXHIBIT APrecom or IFCS Holdings, at or prior to Closing will agree to be bound by the terms of this Agreement, either directly or by signing the Agreement to Appoint Shareholders Representative attached hereto as EXHIBIT B, however, their failure to do so prior to Closing will not effect the validity or enforceability of this Agreement as between the present parties. In no event shall WICK be required to issue any additional securities, other than as set forth herein, as a result of any changes in the capital structure of WERKE at or prior to the Closing.Inc.

Exchange of Stock. (a) The Werke Shareholders agree to transfer to WICKDignyte, and WICK Dignyte agrees to purchase from the Werke Shareholders, all of the Werke Shareholders' ’ right, title and interest in the WERKE eWellness Stock, representing 100% of the issued and outstanding stock of WERKEeWellness, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature. (b) At the Closing (as defined in Section 2 below), upon surrender by the Werke Shareholders of the certificates evidencing the WERKE eWellness Stock, duly endorsed for transfer to WICK Dignyte or accompanied by stock powers executed in blank by the Werke Shareholders, WICK Dignyte will cause 11,000,000 9,200,000 shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $.001 of WICK Dignyte (the "WICK “Dignyte Stock"”) to be issued to the Werke Shareholders (or their designees), in full satisfaction exchange for 9,200,000 shares of any right or interest which each Shareholder held in the WERKE Stockcommon stock of eWellness, representing 100% of the issued and outstanding common stock of eWellness, as further set forth on the capitalization table annexed hereto as Schedule 1(b) and made a part hereof (the “Capitalization Table”). The WICK Dignyte Stock will be issued to the Werke Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in WERKEeWellness, as set forth on EXHIBIT Exhibit A (subject to adjustment as set forth below), at the Closing. As a result of the exchange of the WERKE eWellness Stock for the WICK Dignyte Stock, WERKE eWellness will become a wholly owned subsidiary of WICK. (c) EXHIBIT A, may be amended by WERKE at or prior Dignyte. “Surviving Company” refers to the Closing in order to give effect to the conversion by STPF of its interest in STWP into equity in WERKE and to reflect other changes in the capital structure of WERKE which may be caused by investment into WERKE by third parties prior to the Closing. Any additional shareholders which are added to EXHIBIT A, at or prior to Closing will agree to be bound by the terms of this Agreement, either directly or by signing the Agreement to Appoint Shareholders Representative attached hereto as EXHIBIT B, however, their failure to do so prior to Closing will not effect the validity or enforceability of this Agreement as between the present parties. In no event shall WICK be required to issue any additional securities, other than as set forth herein, as a result of any changes in the capital structure of WERKE at or prior to combined entity following the Closing.

Exchange of Stock. (a) The Werke Shareholders agree to transfer to WICKMAXD, and WICK MAXD agrees to purchase from the Werke Shareholders, all of the Werke Shareholders' right, title and interest in the WERKE their IMAGE Stock, representing 100% of the issued and outstanding stock of WERKEIMAGE, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature. (b) At the Closing (as defined in Section 2 below), upon surrender by the Werke Shareholders of the certificates evidencing the WERKE Stock, IMAGE Stock duly endorsed for transfer to WICK MAXD or accompanied by stock powers executed in blank by the Werke Shareholders, WICK MAXD will cause 11,000,000 293,083 shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stockits Series A Convertible Preferred Stock, par value $.001 of WICK 0.01 (the "WICK Preferred Stock") and 8,190,850 shares (subject to adjustment for fractionalized shares as set forth below) of its Common Stock, par value $0.001 (the "Common Stock" and together with the Preferred Stock the (the "MAXD Stock") to be issued to the Werke Shareholders (or their designees)Shareholders, in full satisfaction of any right or interest which each Shareholder held in the WERKE StockIMAGE Stock or the assets of IMAGE or any other securities of IMAGE (except for warrants and options of IMAGE outstanding on the date of this Agreement as shown in EXHIBIT B. EXHIBIT A lists every shareholder of IMAGE, and the total number of shares of MAXD Stock to be issued to each IMAGE shareholder pursuant to this Agreement. The WICK MAXD Stock will be issued to the Werke Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in WERKEthe IMAGE Stock, as set forth on EXHIBIT A (subject A. Any fractional shares that will result due to adjustment as set forth below), at such pro rata distribution will be rounded up to the Closingnext highest whole number. As a result of the exchange of the WERKE IMAGE Stock in exchange for the WICK MAXD Stock, WERKE IMAGE will become a wholly wholly-owned subsidiary of WICKMAXD. (c) EXHIBIT AImmediately following the Closing, may holders of Options and/or Warrants to purchase IMAGE common stock (collectively the "Option holders") will be amended by WERKE at or prior issued 5,582,500 options and/or warrants (as is appropriate) to purchase MAXD's common stock, $.001 par value (the "MAXD Options") to be issued to the Closing Option holders, in order full satisfaction of any right or interest which each Option holder held to give effect acquire IMAGE stock. The MAXD Options will contain provisions substantially similar to the conversion options and/or warrants originally held by STPF each Option holder and will be issued to the Option holders based on a pro rata formulae with the numerator being the percentage interest that they had a right to acquire in Image assuming exercise of its interest in STWP into equity in WERKE all options (as set forth on EXHIBIT B) and the denominator being the percentage of Preferred Stock to reflect other changes in the capital structure of WERKE which may be caused held by investment into WERKE by third parties prior to IMAGE shareholders immediately following the Closing. Any additional shareholders which are added right to EXHIBIT Aacquire fractional shares that will result due to such pro rata formulae will be rounded up to the next highest whole number. The exercise price per common share of MAXD under these resulting options and warrants shall be not less than $.50, at or prior to Closing will agree to be bound by the terms of this Agreement, either directly or by signing the Agreement to Appoint Shareholders Representative attached hereto as EXHIBIT B, however, their failure to do so prior to Closing and cashless exercise will not effect the validity or enforceability be permitted under any of this Agreement as between the present parties. In no event shall WICK be required to issue any additional securities, other than as set forth herein, as a result of any changes in the capital structure of WERKE at or prior to the Closingsuch resulting options and warrants.

Exchange of Stock. (a) The Werke Shareholders agree to transfer to WICKPreCom, and WICK PreCom agrees to purchase from the Werke Shareholders, all of the Werke Shareholders' right, title and interest in the WERKE their CGI Stock, representing 100% of the issued and outstanding stock of WERKECGI, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature. (b) At the Closing (as defined in Section 2 below), upon surrender by the Werke Shareholders of the certificates evidencing the WERKE Stock, CGI Stock duly endorsed for transfer to WICK PreCom or accompanied by stock powers executed in blank by the Werke Shareholders, WICK PreCom will cause 11,000,000 20,000,000 shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $.001 0.001 of WICK PreCom (the "WICK PreCom Stock") to be issued to the Werke Shareholders (or their designees)Shareholders, in full satisfaction of any right or interest which each Shareholder held in the WERKE CGI Stock. The WICK PreCom Stock will be issued to the Werke Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in WERKEthe CGI Stock, as set forth on EXHIBIT A (subject A. Any fractional shares that will result due to adjustment as set forth below), at such pro rata distribution will be rounded up to the Closingnext highest whole number. As a result of the exchange of the WERKE CGI Stock in exchange for the WICK PreCom Stock, WERKE CGI will become a wholly wholly-owned subsidiary of WICKPreCom. (c) EXHIBIT A, may be amended by WERKE at or prior to the Closing in order to give effect to the conversion by STPF of its interest in STWP into equity in WERKE and to reflect other changes in the capital structure of WERKE which may be caused by investment into WERKE by third parties prior to Immediately following the Closing. Any additional shareholders which are added , the current CGI employee stock option plan will be adopted by PreCom, and 2,371,441 shares of common stock, representing ten percent of the common shares then outstanding, will be reserved for future issuance under the plan, to EXHIBIT Abe known as the Concilium Group, at Inc. Employee Stock Option Plan. (d) PreCom intends to change its name to Concilium Group, Inc. or such derivation thereof as the Shareholders and CGI shall designate prior to Closing will agree and the stock certificates to be bound by issued to the terms of this Agreement, either directly or by signing the Agreement to Appoint Shareholders Representative attached hereto as EXHIBIT B, however, their failure to do so prior to Closing will not effect the validity or enforceability of this Agreement as between the present parties. In no event shall WICK shareholders may be required to issue any additional securities, other than as set forth herein, as a result of any changes issued in the capital structure name of WERKE at PreCom or prior to the Closing.Concilium Group, Inc.

Exchange of Stock. (a) The Werke Shareholders agree to transfer to WICKDignyte, and WICK Dignyte agrees to purchase from the Werke Shareholders, all of the Werke Shareholders' ’ right, title and interest in the WERKE eWellness Stock, representing 100% of the issued and outstanding stock of WERKEeWellness, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature. (b) At the Closing (as defined in Section 2 below), upon surrender by the Werke Shareholders of the certificates evidencing the WERKE eWellness Stock, duly endorsed for transfer to WICK Dignyte or accompanied by stock powers executed in blank by the Werke Shareholders, WICK Dignyte will cause 11,000,000 9,200,000 shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $.001 of WICK Dignyte (the "WICK “Dignyte Stock"”) to be issued to the Werke Shareholders (or their designees), in full satisfaction exchange for 9,200,000 shares of any right or interest which each Shareholder held in the WERKE Stockcommon stock of eWellness, representing 100% of the issued and outstanding common stock of eWellness, as further set forth on the capitalization table annexed hereto as Schedule 1(b) and made a part hereof (the “Capitalization Table”). The WICK Dignyte Stock will be issued to the Werke Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in WERKEeWellness, as set forth on EXHIBIT Exhibit A (subject to adjustment as set forth below), at the Closing. As a result of the exchange of the WERKE eWellness Stock for the WICK Dignyte Stock, WERKE eWellness will become a wholly owned subsidiary of WICKDignyte. (c) EXHIBIT A, may be amended by WERKE at or prior to the Closing in order to give effect to the conversion by STPF of its interest in STWP into equity in WERKE and to reflect other changes in the capital structure of WERKE which may be caused by investment into WERKE by third parties prior to the Closing. Any additional shareholders which are added to EXHIBIT A, at or prior to Closing will agree to be bound by the terms of this Agreement, either directly or by signing the Agreement to Appoint Shareholders Representative attached hereto as EXHIBIT B, however, their failure to do so prior to Closing will not effect the validity or enforceability of this Agreement as between the present parties. In no event shall WICK be required to issue any additional securities, other than as set forth herein, as a result of any changes in the capital structure of WERKE at or prior to the Closing.

Exchange of Stock. (a) The Werke Shareholders agree to transfer to WICKFindex, and WICK Findex agrees to purchase from the Werke Shareholders, all of the Werke Shareholders' right, title and interest in the WERKE StockReagxx Xxxck, representing 100% of the issued and outstanding stock of WERKEReagxx, free xxee and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature. (b) At the Closing (as defined in Section 2 below), upon surrender by the Werke Shareholders of the certificates evidencing the WERKE Stock, Reagxx Xxxck duly endorsed for transfer to WICK Findex or accompanied by stock powers executed in blank by the Werke Shareholders, WICK Findex will cause 11,000,000 150,000 shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $.001 0.001 of WICK Findex (the "WICK Findex Stock") to be issued to the Werke Shareholders (or their designees)Shareholders, in full satisfaction of any right or interest which each Shareholder held in the WERKE StockReagxx Xxxck. The WICK Findex Stock will be issued to the Werke Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in WERKEthe Reagxx Xxxck, as set forth on EXHIBIT A (subject A. Any fractional shares that will result due to adjustment as set forth below), at such pro rata distribution will be rounded up to the Closingnext highest whole number. As a result of the exchange of the WERKE Stock Reagxx Xxxck in exchange for the WICK Findex Stock, WERKE will Reagxx xxxl become a wholly wholly-owned subsidiary of WICKFindex. (c) EXHIBIT A, may be amended by WERKE at or prior to Findex and the Closing in order to give effect to Shareholders have agreed that the conversion by STPF of its interest in STWP into equity in WERKE and to reflect other changes in the capital structure of WERKE which may be caused by investment into WERKE by third parties prior to the Closing. Any additional shareholders which are added to EXHIBIT A, at or prior to Closing will agree Findex Stock to be bound received by the terms of this Agreement, either directly or by signing the Agreement Shareholders pursuant to Appoint Shareholders Representative attached hereto as EXHIBIT B, however, their failure to do so prior to Closing will not effect the validity or enforceability of this Agreement as between the present parties. In no event shall WICK will be required to issue any additional securities, other than as set forth herein, as afforded certain "piggyback" registration rights for a result period of any changes in the capital structure of WERKE at or prior to one year after the Closing.