Common use of Surrender and Exchange of Certificates Clause in Contracts

Surrender and Exchange of Certificates. (a) At the Closing, Pubco shall deliver to its transfer agent a letter of instruction to prepare and deliver to BBC’s counsel, who shall act as exchange agent for the benefit of the BBC Shareholders (the “Exchange Agent”), a certificate or certificates representing the appropriate number of shares of Pubco Common Stock as set forth in Column III of Annex I hereto, in exchange for all outstanding BBC Equity Interests. The Pubco Shares evidenced by the certificates shall be registered in the name of the BBC Shareholders, and/or its designee(s), and shall be in the denominations for each of them set forth opposite their respective names in Annex I hereto. (b) Promptly after the Closing and upon surrender of a certificate or certificates representing the BBC Equity Interests that were outstanding immediately prior to the Closing (or an affidavit and indemnification in form reasonably acceptable to counsel for Pubco stating that such BBC Shareholders has lost their certificate or certificates or that such have been destroyed), Pubco shall issue to the record holder of the BBC Equity Interests so surrendering such certificate or certificates, a certificate or certificates registered in the name of such BBC Shareholders representing the number of shares of Pubco Common Stock that such BBC Shareholders shall be entitled to receive as set forth in Annex I hereto. Until the certificate, certificates or affidavit is or are surrendered as contemplated by this Section 1.3(b) hereof, each certificate or affidavit that immediately prior to the Closing represented any outstanding BBC Equity Interests shall be deemed at and after the Closing to represent only the right to receive upon surrender as aforesaid the Pubco Common Stock specified in Column Ill of Annex I hereto for the holder thereof.

Surrender and Exchange of Certificates. (a) At the Closing, Pubco the Company shall deliver to its transfer agent a letter of instruction the Transfer Agent Instruction Letter to prepare and deliver to BBCthe Subject Company’s counsel, who shall act as exchange agent for the benefit of the BBC Shareholders (the “Exchange Agent”), a certificate or (i) certificates representing the appropriate number of shares of Pubco Common Stock Exchange Shares as set forth in Column III of Annex I hereto, in exchange for all outstanding BBC Subject Company Equity Interests. The Pubco Exchange Shares evidenced by the certificates shall be registered in the name names of the BBC Shareholders, and/or its designee(s), and shall be in the denominations for each of them set forth opposite their respective names in Annex I hereto. (b) Promptly after the Closing and upon surrender of a certificate or certificates representing the BBC Subject Company Equity Interests that were outstanding immediately prior to the Closing (or an affidavit and indemnification in form reasonably acceptable to counsel for Pubco the Company stating that such BBC Shareholders Shareholder has lost their certificate or certificates or that such have been destroyed), Pubco the Company shall issue to the record holder of the BBC Subject Company Equity Interests so surrendering such certificate or certificates, a certificate or certificates registered in the name of such BBC Shareholders Shareholder representing the number of shares of Pubco Common Stock Exchange Shares that such BBC Shareholders Shareholder shall be entitled to receive as set forth in Annex I hereto. Until the certificate, certificates or affidavit is or are surrendered as contemplated by this Section 1.3(b2.3(b) hereof, each certificate or affidavit that immediately prior to the Closing represented any outstanding BBC Subject Company Equity Interests shall be deemed at and after the Closing to represent only the right to receive upon surrender as aforesaid the Pubco Common Stock Exchange Shares specified in Column Ill III of Annex I hereto for the holder thereof.

Surrender and Exchange of Certificates. (a) At the Closing, Pubco shall deliver to its transfer agent a letter of instruction to prepare and deliver to BBCTonix’s counsel, who shall act as exchange agent for the benefit of the BBC Tonix Shareholders (the “Exchange Agent”), a certificate or (i) certificates representing the appropriate number of shares of Pubco Common Stock as set forth in Column III of Annex I hereto, in exchange for all outstanding BBC Tonix Equity Interests. The Pubco Shares evidenced by the certificates shall be registered in the name names of the BBC Tonix Shareholders, and/or its designee(s), and shall be in the denominations for each of them set forth opposite their respective names in Annex I hereto. (b) Promptly after the Closing and upon surrender of a certificate or certificates representing the BBC Tonix Equity Interests that were outstanding immediately prior to the Closing (or an affidavit and indemnification in form reasonably acceptable to counsel for Pubco stating that such BBC Shareholders Tonix Shareholder has lost their certificate or certificates or that such have been destroyed), Pubco shall issue to the record holder of the BBC Tonix Equity Interests so surrendering such certificate or certificates, a certificate or certificates registered in the name of such BBC Shareholders Tonix Shareholder representing the number of shares of Pubco Common Stock that such BBC Shareholders Tonix Shareholder shall be entitled to receive as set forth in Annex I hereto. Until the certificate, certificates or affidavit is or are surrendered as contemplated by this Section 1.3(b) hereof, each certificate or affidavit that immediately prior to the Closing represented any outstanding BBC Tonix Equity Interests shall be deemed at and after the Closing to represent only the right to receive upon surrender as aforesaid the Pubco Common Stock specified in Column Ill III of Annex I hereto for the holder thereof.