Common use of Issuance of Parent Common Stock Clause in Contracts

Issuance of Parent Common Stock. (a) The number of shares of Parent Common Stock to be issued pursuant to Section 2.4(a)(iii)–(iv) above shall be rounded down to the nearest whole share and the value of the Stock Consideration shall be rounded down to reflect the issuance of a whole number of shares and any remaining cash balance for fractional shares not issued shall be paid in cash in lieu of Parent Common Stock to the Seller. (b) For all purposes under this Agreement, each share of Parent Common Stock issued at Closing shall be deemed to have a value of Thirty-One Dollars and Sixty Cents ($31.60) per share (the determined value of a share of the Parent Common Stock at Closing, the “Issuance Price”). (c) For purposes of any Parent Common Stock issued in connection with the payment of the 2020 Earnout Amount to the extent earned, each share of Parent Common Stock issued shall be deemed to have the following value: (i) If payment of the 2020 Earnout Amount occurs prior to Parent consummating an IPO, the value of each share of Parent Common Stock issued as part of the 2020 Earnout Amount shall be equal to the most recent valuation determined by a third-party valuation company engaged by Parent, prepared on a consistent basis with prior valuations of Parent Common Stock and taking into account the acquisition of the Company; provided, if Seller provides written notice to Purchaser that it disagrees with such valuation within five (5) Business Days of delivery of such valuation to Seller, Purchaser and Seller shall mutually agree upon an independent third party valuation firm to determine the value of a share of Parent Common Stock, and the EBITDA and financial contribution of the Company included in the valuation of the Parent Common Stock shall be the lesser of (x) the Company’s actual 2020 EBITDA or (y) $22,466,667, and the determination of such third-party valuation company shall be final and biding upon the parties, and the fees, costs and expenses of such third-party valuation company shall be paid fifty percent (50%) by Purchaser and fifty percent (50%) by Seller; (ii) If payment of the 2020 Earnout Amount occurs following consummation of an IPO of Parent, the value of each share of Parent Common Stock shall be equal to the average of the daily volume weighted average closing sale price of one share of Parent Common Stock as reported on the New York Stock Exchange (or the exchange on which the shares of Parent Common Stock are then listed) (the “Volume Weighted Average Price”) for the five trading days immediately prior to the date of valuation. (d) At the Closing, pursuant to Section 9.2(c), Seller shall deliver to the Purchaser executed joinders to each of Parent’s Investor Rights Agreement, Voting and Drag-Along Agreement, Right of First Refusal and Co-Sale Agreement, including all amendments thereto (collectively, the “Stockholder Agreements” and each, a “Stockholder Agreement”).

Issuance of Parent Common Stock. OR PAYMENT OF CASH CONSIDERATION. (a) The manner in which each Share (other than Shares to be cancelled as set forth in Section 2.1(d)) shall be converted into Parent Common Stock or, if the Alternative Consideration contemplated by Section 2.2 hereof is applicable, the right to receive the Alternative Consideration in the Merger shall be as set forth in this Section 2.3. (b) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates representing Shares, no dividend or distribution with respect to shares shall be payable on or with respect to any fractional share and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of any such fractional share of Parent Common Stock, Parent shall pay to each former stockholder of the Company who otherwise would be entitled to receive a fractional share of Parent Common Stock an amount in cash determined by 0139329.08-01S2a 15 20 multiplying (i) the Average Parent Share Price on the date on which the Effective Time occurs by (ii) the fractional interest in a share of Parent Common Stock to which such holder would otherwise be entitled. (c) Parent shall designate a bank or trust company to act as agent for the holders of shares of Company Common Stock in connection with the Merger (the "Exchange Agent") to receive the shares of Parent Common Stock and the Cash Adjustment Amount, if any, or the Alternative Consideration, as the case may be, and any Additional Consideration to which holders of shares of Company Common Stock shall become entitled pursuant to this Article II. (d) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted pursuant to this Article II into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and any Additional Consideration contemplated by Section 2.2(c). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration and any Additional Consideration contemplated by Section 2.2(c) for each share of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration and any Additional Consideration contemplated by Section 2.2(c) is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration and any Additional Consideration contemplated by 0139329.08-01S2a 16 21 Section 2.2(c) to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. (e) Immediately following the Effective Time, Parent shall deliver, in trust, to the Exchange Agent, for the benefit of the holders of Shares, (i) certificates representing an aggregate number of shares of Parent Common Stock as nearly as practicable equal to the product of the Exchange Ratio and the number of Shares to be issued pursuant converted into Parent Common Stock as determined by this Article II plus, if applicable, the Cash Adjustment Amount multiplied by the number of Shares to be converted into Parent Common Stock as determined by this Article II or (ii) if the Alternative Consideration contemplated by Section 2.4(a)(iii)–(iv) above shall be rounded down to the nearest whole share and the value of the Stock Consideration shall be rounded down to reflect the issuance of a whole 2.2 hereof is applicable, certificates representing an aggregate number of shares and any remaining cash balance for fractional shares not issued shall be paid in cash in lieu of Parent Common Stock to the Seller. (b) For all purposes under this Agreement, each share of Parent Common Stock issued at Closing shall be deemed to have a value of Thirty-One Dollars and Sixty Cents ($31.60) per share (the determined value of a share of the Parent Common Stock at Closing, the “Issuance Price”). (c) For purposes of any Parent Common Stock issued in connection with the payment of the 2020 Earnout Amount to the extent earned, each share of Parent Common Stock issued shall be deemed to have the following value: (i) If payment of the 2020 Earnout Amount occurs prior to Parent consummating an IPO, the value of each share of Parent Common Stock issued as part of the 2020 Earnout Amount shall be equal to the most recent valuation determined by a third-party valuation company engaged by Parent, prepared on a consistent basis with prior valuations of Parent Common Stock and taking into account the acquisition of the Company; provided, if Seller provides written notice to Purchaser that it disagrees with such valuation within five (5) Business Days of delivery of such valuation to Seller, Purchaser and Seller shall mutually agree upon an independent third party valuation firm to determine the value of a share of Parent Common Stock, and the EBITDA and financial contribution of the Company included in the valuation of the Parent Common Stock shall be the lesser of (x) the Company’s actual 2020 EBITDA or (y) $22,466,667, and the determination of such third-party valuation company shall be final and biding upon the parties, and the fees, costs and expenses of such third-party valuation company shall be paid fifty percent (50%) by Purchaser and fifty percent (50%) by Seller; (ii) If payment of the 2020 Earnout Amount occurs following consummation of an IPO of Parent, the value of each share of Parent Common Stock shall be equal to the average of the daily volume weighted average closing sale price of one share of Parent Common Stock as reported on nearly as practicable equal to the New York product of the Adjusted Exchange Ratio and the number of Shares to be converted into Parent Common Stock as determined by this Article II, plus an amount of cash equal to the product of the Adjusted Alternative Cash Consideration and the number of Shares to be converted into the Adjusted Alternative Cash Consideration pursuant to this Article II. In addition, Parent shall deliver to the Exchange Agent the aggregate amount of any Additional Consideration to be paid to holders of Shares. As soon as practicable after the Effective Time, each holder of Shares converted into Parent Common Stock (plus the Cash Adjustment Amount, if applicable or any Additional Consideration, if applicable) or cash pursuant to this Article II, upon surrender to the exchange on which Exchange Agent of one or more Certificates for such Shares for cancellation, shall be entitled to receive either certificates representing the number of shares of Parent Common Stock are then listedinto which such Shares shall have been converted in the Merger (plus the Cash Adjustment Amount, if applicable, or any Additional Consideration, if applicable) or, in case the Alternative Consideration contemplated by Section 2.2 is applicable the cash (including any Additional Consideration, if applicable) and certificates representing the “Volume Weighted Average Price”) number of shares of Parent Common Stock into which such Shares shall have been converted in the Merger. No dividends or distributions that have been declared will be paid to persons entitled to receive certificates for 0139329.08-01S2a 17 22 shares of Parent Common Stock until such persons surrender their Certificates for Shares, at which time all such dividends shall be paid. In no event shall the five trading days immediately prior persons entitled to receive such dividends be entitled to receive interest on such dividends. Notwithstanding the date foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of valuationShares for any Parent Common Stock, Alternative Consideration or dividends thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (df) At any time following nine months after the ClosingEffective Time, pursuant the Surviving Corporation shall be entitled to Section 9.2(c), Seller shall require the Exchange Agent to deliver to it any shares of Parent Common Stock or funds (including any interest received with respect thereto) which had been made available to the Purchaser executed joinders Exchange Agent and which have not been disbursed to each holders of Parent’s Investor Rights AgreementCertificates, Voting and Drag-Along Agreementthereafter such holders shall be entitled to look to the Surviving Corporation and Parent (subject to abandoned property, Right escheat or other similar laws) only with respect to the Merger Consideration payable or issuable upon due surrender of First Refusal and Co-Sale Agreementtheir Certificates, including all amendments thereto (collectively, the “Stockholder Agreements” and each, a “Stockholder Agreement”)without any interest thereon.

Issuance of Parent Common Stock. (a) The On the Effective Date, Parent shall issue a number of shares of Parent Common Stock, equal to Fifteen Million Six Hundred and Forty Thousand Dollars ($15,640,000.00) worth of Parent Common Stock, calculated based on the Average Price (the “Stock Merger Consideration”), to the Sellers in accordance with SWS’s Capitalization Table, as attached in Schedule 3.4(a) of the SWS Disclosure Schedule of which: (i) Five Million Four Hundred and Ninety Thousand Dollars ($5,490,000.00) worth of Parent Common Stock, calculated based on the Average Price, shall be issued at closing and (ii) Ten Million One Hundred Fifty Thousand Dollars ($10,150,000.00) of Parent Common Stock, calculated based on the Average Price, shall be issued at closing and subject to and in accordance with certain milestones, pursuant to the Escrow Agreement substantially the form attached hereto as Exhibit D by and among SWS, the Sellers, the Escrow Agent and Parent (the “Escrow Agreement”). The parties acknowledge and agree that such shares of Parent Common Stock will be held by the Escrow Agent for further disbursement by the Escrow Agent to the Sellers in accordance with the terms set forth in the Escrow Agreement, including in accordance with the future performance milestones (the “Holdback Milestones”) set forth in Schedule A hereto. No fraction of a share of Parent Capital Stock will be issued to Escrow Agent for further distribution to the Sellers pursuant to this Section 2.2(a), but in lieu thereof each Seller who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be issued pursuant to Section 2.4(a)(iii)–(ivreceived by such holder) above shall be rounded down to the nearest whole share and the value of the Stock Consideration shall be rounded down to reflect the issuance of a whole number of shares and any remaining cash balance for fractional shares not issued shall be paid in cash in lieu of Parent Common Stock to the Seller. (b) For all purposes under this Agreement, each receive one full share of Parent Common Stock issued at Closing shall be deemed (i.e., rounded up to have a value of Thirty-One Dollars and Sixty Cents ($31.60) per share (the determined value of a share of the Parent Common Stock at Closing, the “Issuance Price”nearest whole share). (c) For purposes of any Parent Common Stock issued in connection with the payment of the 2020 Earnout Amount to the extent earned, each share of Parent Common Stock issued shall be deemed to have the following value: (i) If payment of the 2020 Earnout Amount occurs prior to Parent consummating an IPO, the value of each share of Parent Common Stock issued as part of the 2020 Earnout Amount shall be equal to the most recent valuation determined by a third-party valuation company engaged by Parent, prepared on a consistent basis with prior valuations of Parent Common Stock and taking into account the acquisition of the Company; provided, if Seller provides written notice to Purchaser that it disagrees with such valuation within five (5) Business Days of delivery of such valuation to Seller, Purchaser and Seller shall mutually agree upon an independent third party valuation firm to determine the value of a share of Parent Common Stock, and the EBITDA and financial contribution of the Company included in the valuation of the Parent Common Stock shall be the lesser of (x) the Company’s actual 2020 EBITDA or (y) $22,466,667, and the determination of such third-party valuation company shall be final and biding upon the parties, and the fees, costs and expenses of such third-party valuation company shall be paid fifty percent (50%) by Purchaser and fifty percent (50%) by Seller; (ii) If payment of the 2020 Earnout Amount occurs following consummation of an IPO of Parent, the value of each share of Parent Common Stock shall be equal to the average of the daily volume weighted average closing sale price of one share of Parent Common Stock as reported on the New York Stock Exchange (or the exchange on which the shares of Parent Common Stock are then listed) (the “Volume Weighted Average Price”) for the five trading days immediately prior to the date of valuation. (d) At the Closing, pursuant to Section 9.2(c), Seller shall deliver to the Purchaser executed joinders to each of Parent’s Investor Rights Agreement, Voting and Drag-Along Agreement, Right of First Refusal and Co-Sale Agreement, including all amendments thereto (collectively, the “Stockholder Agreements” and each, a “Stockholder Agreement”).