Common use of Procedure for Exchange of Shares Clause in Contracts

Procedure for Exchange of Shares. Immediately after the Effective Time, ATC shall mail or cause to be mailed by mail or courier to the Shareholders (excluding the holders of Dissenting Shares) at their addresses as they appear on the books and records of AMI the following documents (the “Transmittal Documents”): (i) a letter of transmittal for the Shareholders to use in surrendering the certificates representing their AMI Shares in exchange for certificates representing the ATC Shares to which they are entitled pursuant to the conversion under Section 2.2(e) hereof; (ii) instructions for effecting the surrender of such AMI Shares in exchange for the Merger Consideration; (iii) an accredited investor certificate in the form attached as Schedule 7 to this Agreement; and (iv) a lock up agreement in substantially the form attached as Schedule 16 hereto. The ATC Shares to be issued to the Shareholders shall be, as of the Effective Time, fully paid and non-assessable and shall be issued by the ATC upon ATC’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 0000 Xxx. All certificates representing the ATC Shares, when issued in accordance with the terms of this Agreement, will be endorsed with restrictive legends substantially in the same form as the following legend pursuant to the 1933 Act, in order to reflect the fact that these are restricted securities and will be issued to the Shareholders pursuant to a safe harbor from the registration requirements of the 1933 Act: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

Procedure for Exchange of Shares. Immediately after the Effective Time, ATC EDVP shall mail or cause to be mailed by mail or courier to the Shareholders (excluding the holders of Dissenting Shares) at their addresses as they appear on the books and records of AMI PRLX the following documents (the “Transmittal Documents”): (i) a letter of transmittal for the Shareholders to use in surrendering the certificates representing their AMI PRLX Shares in exchange for certificates representing the ATC EDVP Shares to which they are entitled pursuant to the conversion under Section 2.2(e) hereof; (ii) instructions for effecting the surrender of such AMI PRLX Shares in exchange for the Merger Consideration; and (iii) an accredited investor certificate in the form attached as Schedule 7 to this Agreement; and (iv) 7A or a lock up agreement Non-U.S. person certificate in substantially the form attached as Schedule 16 hereto7B to this Agreement. The ATC EDVP Shares to be issued to the Shareholders shall be, as of the Effective Time, fully paid and non-assessable and shall be issued by the ATC EDVP upon ATCEDVP’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 0000 Xxx. All certificates representing the ATC EDVP Shares, when issued in accordance with the terms of this Agreement, will be endorsed with restrictive legends substantially in the same form as the following legend legends pursuant to the 1933 Act, in order to reflect the fact that these are restricted securities and will be issued to the Shareholders pursuant to a safe harbor from the registration requirements of the 1933 Act: For Selling Shareholders not resident in the United States: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WERE ISSUED OFFERED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, ACCORDINGLYUNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” For Selling Shareholders resident in the United States: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

Procedure for Exchange of Shares. Immediately after the Effective Time, ATC EGCT shall mail or cause to be mailed by mail or courier to the Shareholders (excluding the holders of Dissenting Shares) at their addresses as they appear on the books and records of AMI AMZO the following documents (the “Transmittal Documents”): (i) a letter of transmittal for the Shareholders to use in surrendering the certificates representing their AMI AMZO Shares in exchange for certificates representing the ATC ECOSYS Shares to which they are entitled pursuant to the conversion under Section 2.2(e) hereof; (ii) instructions for effecting the surrender of such AMI AMZO Shares in exchange for the Merger Share Exchange Consideration; and (iii) an accredited investor certificate in the form attached as Schedule 7 to this Agreement; and (iv) C-14(a)or a lock up agreement Non-U.S. person certificate in substantially the form attached as Schedule 16 heretoC-14(b) to this Agreement. The ATC ECOSYS Shares to be issued to the Shareholders shall be, as of the Effective Time, fully paid and non-assessable and shall be issued by the ATC ECOSYS upon ATCECOSYS’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 0000 Xxx1933 Act. All certificates representing the ATC ECOSYS Shares, when issued in accordance with the terms of this Agreement, will be endorsed with restrictive legends substantially in the same form as the following legend legends pursuant to the 1933 Act, in order to reflect the fact that these are restricted securities and will be issued to the Shareholders pursuant to a safe harbor from the registration requirements of the 1933 Act: For Selling Shareholders not resident in the United States: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WERE ISSUED OFFERED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, ACCORDINGLYUNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” For Selling Shareholders resident in the United States: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

Procedure for Exchange of Shares. Immediately after the Effective Time, ATC Genesis shall mail or cause to be mailed by certified mail or courier to the former Mateo Shareholders (excluding the holders of Dissenting Shares) at their addresses as they appear on the books and records of AMI the following documents (the “Transmittal Documents”): (i) Mateo a letter of transmittal for the Mateo Shareholders to use in surrendering the certificates representing their AMI Mateo Shares in exchange for certificates representing the ATC Genesis Shares to which they are entitled pursuant to the conversion under Section 2.2(e) hereof; (ii) instructions for effecting the surrender of such AMI Shares in exchange for the Merger Consideration; (iii) an accredited investor certificate in the form attached as Schedule 7 to this Agreement; and (iv) a lock up agreement in substantially the form attached as Schedule 16 hereto. The ATC Genesis Shares to be issued to the former Mateo Shareholders shall be, as of the Effective Time, fully paid and non-assessable assessable. The Shareholders agree to abide by all applicable resale restrictions and shall be issued hold periods imposed by the ATC upon ATC’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 0000 XxxApplicable Securities Legislation. All certificates representing the ATC Shares, Genesis Shares issued on Closing when issued in accordance with the terms of this Agreementissued, will be endorsed with restrictive legends substantially in the same form as the following legend pursuant to the 1933 Act, in order to reflect the fact that these are restricted securities and will be issued to the Shareholders pursuant to a safe harbor applicable exemptions from the registration requirements of the 1933 Act: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”” Each Shareholder agrees to fill in and execute an Accredited Investor Certificate in the form attached as Schedule 8 to this Agreement, and agrees that the representations set out in such schedule as executed by the Shareholders will be true and correct as of the Closing Date.

Procedure for Exchange of Shares. Immediately (a) The Buyer shall act as exchange agent (the "Exchange Agent") in the Merger. (b) As soon as possible after the Effective Time, ATC the Exchange Agent shall mail or cause send a notice and a transmittal form, substantially in the form attached hereto as Exhibit D (collectively, with all documentation required thereby, the "Letter of Transmittal"), to be mailed by mail or courier each holder of a stock certificate representing Company Common Shares (each a "Certificate") advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Shareholders (excluding the holders of Dissenting Shares) at their addresses as they appear on the books and records of AMI the following documents (the “Transmittal Documents”): (i) a letter of transmittal for the Shareholders to use in surrendering the certificates representing their AMI Shares in exchange for certificates representing the ATC Shares to which they are entitled pursuant to the conversion under Section 2.2(e) hereof; (ii) instructions for effecting the surrender of Exchange Agent such AMI Shares Certificate in exchange for the Merger Consideration; Shares issuable hereunder. Each holder of a Certificate, upon proper surrender thereof to the Exchange Agent in accordance with the instructions in such notice, shall be entitled to receive in exchange therefor (subject to any taxes required to be withheld) the Merger Shares issuable hereunder. From and after the Effective Time each such Certificate shall be deemed for all purposes to evidence only the right to receive the Merger Shares issuable pursuant to the Merger as provided herein and those rights described in Section 2.05(d). Holders of Certificates shall not be entitled to receive certificates for the Merger Shares to which they would otherwise be entitled until such Certificates are properly surrendered. (c) If there is a transfer of Company Common Share ownership which is not registered in the Company's transfer records at the time of Closing, a certificate representing the proper number of Merger Shares may be issued to a Person other than the Person in whose name the certificate so surrendered is registered if (i) upon presentation to the corporate secretary of the Buyer, such certificate shall be properly endorsed or otherwise be in proper form for transfer, (ii) the Person requesting such payment shall pay any transfer or other taxes required by reason of the issuance of Merger Shares to a Person other than the registered holder of such certificate or establish to the reasonable satisfaction of the Buyer that such tax has been paid or is not applicable, and (iii) an accredited investor certificate the issuance of such Merger Shares shall not, in the form attached as Schedule 7 reasonable discretion of the Buyer, violate the requirements of applicable securities laws and regulations with respect to this Agreement; the private placement of Merger Shares that will result from the Merger. (d) All Merger Shares issued upon the surrender for exchange of Company Common Shares in accordance with the above terms and conditions shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Company Common Shares. (ive) a lock up agreement In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Buyer shall issue in substantially exchange for such lost, stolen or destroyed Certificate the form attached as Schedule 16 heretoMerger Shares issuable hereunder. The ATC Board of Directors of the Buyer may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give the Buyer indemnity against any claim that may be made against the Buyer with respect to the Certificate alleged to have been lost, stolen or destroyed. (f) From and after the Effective Time the holders of Company Common Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided herein or under applicable law. (g) After the Effective Time there shall be no transfers on the stock transfer books of the Company of any Company Common Shares which were outstanding immediately prior to the Effective Time. (h) No fractional Buyer Common Shares shall be issued to the Shareholders shall be, as holders of Company Common Shares upon the Effective Time, fully paid surrender for exchange of Certificates and non-assessable and all fractional shares issuable shall be issued by the ATC upon ATC’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 0000 Xxx. All certificates representing the ATC Shares, when issued in accordance with the terms of this Agreement, will be endorsed with restrictive legends substantially in the same form as the following legend pursuant rounded up or down to the 1933 Act, in order to reflect the fact that these are restricted securities and will be issued to the Shareholders pursuant to a safe harbor from the registration requirements of the 1933 Act: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSnearest whole share.”

Procedure for Exchange of Shares. Immediately after the Effective Time, ATC Genesis shall mail or cause to be mailed by certified mail or courier to the former Lyfetec Shareholders (excluding the holders of Dissenting Shares) at their addresses as they appear on the books and records of AMI the following documents (the “Transmittal Documents”): (i) Lyfetec a letter of transmittal for the Lyfetec Shareholders to use in surrendering the certificates representing their AMI Lyfetec Shares in exchange for certificates representing the ATC Genesis Shares to which they are entitled pursuant to the conversion under Section 2.2(e) hereof; (ii) instructions for effecting the surrender of such AMI Shares in exchange for the Merger Consideration; (iii) an accredited investor certificate in the form attached as Schedule 7 to this Agreement; and (iv) a lock up agreement in substantially the form attached as Schedule 16 hereto. The ATC Genesis Shares to be issued to the former Lyfetec Shareholders shall be, as of the Effective Time, fully paid and non-assessable assessable. The Shareholders agree to abide by all applicable resale restrictions and shall be issued hold periods imposed by the ATC upon ATC’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 0000 XxxApplicable Securities Legislation. All certificates representing the ATC Shares, Genesis Shares issued on Closing when issued in accordance with the terms of this Agreementissued, will be endorsed with restrictive legends substantially in the same form as the following legend pursuant to the 1933 Act, in order to reflect the fact that these are restricted securities and will be issued to the Shareholders pursuant to a safe harbor applicable exemptions from the registration requirements of the 1933 Act: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

Procedure for Exchange of Shares. Immediately after the Effective Time, ATC EGCT shall mail or cause to be mailed delivered by mail or courier to the Shareholders (excluding the holders of Dissenting Shares) at their addresses as they appear on the books and records of AMI PTSG the following documents (the “Transmittal Documents”): (i) a letter of transmittal for the Shareholders to use in surrendering the certificates representing their AMI PTSG Shares in exchange for certificates representing the ATC EGCT Shares to which they are entitled as Merger Consideration pursuant to the conversion under Section 2.2(e) 2.2€ hereof; and (ii) instructions for effecting the surrender of such AMI Shares in exchange for the Merger Consideration; (iii) an accredited investor certificate in the form attached as Schedule 7 to this Agreement; and (iv) 7A or a lock up agreement Non-U.S. person certificate in substantially the form attached as Schedule 16 hereto7B to this Agreement. The ATC EGCT Shares to be issued to the Shareholders shall be, as of the Effective Time, fully paid and non-assessable and shall be issued by the ATC EGCT upon ATCEGCT’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 0000 Xxx. All certificates representing the ATC EGCT Shares, when issued in accordance with the terms of this Agreement, will be endorsed with restrictive legends substantially in the same form as the following legend legends pursuant to the 1933 Act, in order to reflect the fact that these are restricted securities and will be issued to the Shareholders pursuant to a safe harbor from the registration requirements of the 1933 Act: For Shareholders resident in the United States: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, ACCORDINGLYUNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” For Shareholders not resident in the United States: “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

Procedure for Exchange of Shares. Immediately after the Effective Time, ATC Actiga shall mail or cause to be mailed by certified mail or courier to the former QMotions Shareholders (excluding the holders of Dissenting Shares) at their addresses as they appear on the books and records of AMI the following documents (the “Transmittal Documents”): (i) QMotions a letter of transmittal for the QMotions Shareholders to use in surrendering the certificates representing their AMI QMotions Shares in exchange for certificates representing the ATC Actiga Shares to which they are entitled pursuant to the conversion under Section 2.2(e) hereof; (ii) instructions for effecting the surrender of such AMI Shares in exchange for the Merger Consideration; (iii) an accredited investor certificate in the form attached as Schedule 7 to this Agreement; and (iv) a lock up agreement in substantially the form attached as Schedule 16 hereto. The ATC Actiga Shares to be issued to the former QMotions Shareholders shall be, as of the Effective Time, fully paid and non-assessable and shall be issued by the ATC upon ATC’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 0000 Xxx1933 Act. The Shareholders and Optionholders agree to abide by all applicable resale restrictions and hold periods imposed by Applicable Securities Legislation. All certificates representing the ATC SharesActiga Shares issued on Closing, as well as the Actiga Options and shares of common stock underlying the Actiga Options, when issued in accordance with the terms of this Agreementissued, will be endorsed with restrictive legends substantially in the same form as the following legend pursuant to the 1933 Act, in order to reflect the fact that these are restricted securities and will be issued to the Shareholders and Optionholders pursuant to a safe harbor from the registration requirements of the 1933 Act: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”” Each Shareholder and Optionholder agrees to fill in and execute an Accredited Investor Certificate in the form attached as Schedule 7 to this Agreement, and agrees that the representations set out in such schedule as executed by the Shareholders and Optionholders will be true and correct as of the Closing Date.

Procedure for Exchange of Shares. Immediately after the Effective Time, ATC USR shall mail or cause to be mailed by mail or courier to the Shareholders (excluding the holders of Dissenting Shares) at their addresses as they appear on the books and records of AMI ECO the following documents (the “Transmittal Documents”): (i) a letter of transmittal for the Shareholders to use in surrendering the certificates representing their AMI ECO Shares in exchange for certificates representing the ATC USR Shares to which they are entitled pursuant to the conversion under Section 2.2(e) hereof; (ii) instructions for effecting the surrender of such AMI ECO Shares in exchange for the Merger Consideration; and (iii) an accredited investor certificate in the form attached as Schedule 7 to this Agreement; and (iv) 7A or a lock up agreement Non-U.S. person certificate in substantially the form attached as Schedule 16 hereto7B to this Agreement. The ATC USR Shares to be issued to the Shareholders shall be, as of the Effective Time, fully paid and non-assessable and shall be issued by the ATC USR upon ATCUSR’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 0000 Xxx1933 Act. All certificates representing the ATC USR Shares, when issued in accordance with the terms of this Agreement, will be endorsed with restrictive legends substantially in the same form as the following legend legends pursuant to the 1933 Act, in order to reflect the fact that these are restricted securities and will be issued to the Shareholders pursuant to a safe harbor from the registration requirements of the 1933 Act: For Selling Shareholders not resident in the United States: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WERE ISSUED OFFERED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, ACCORDINGLYUNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” For Selling Shareholders resident in the United States: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”