Common use of Surrender and Exchange of Certificates Clause in Contracts

Surrender and Exchange of Certificates. (a) At the Closing, Parent shall deliver to its Transfer Agent a letter of instruction to prepare and deliver to the Companies’ counsel, who shall act as exchange agent for the benefit of the Stockholders (the “Exchange Agent”), (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Sections 1.1 and 1.3 hereof (such shares of Parent Common Stock, the “Exchange Fund”), in exchange for all outstanding Shares. The shares of Parent Common Stock evidenced by the certificates shall be registered in the names of the Stockholders and shall be in the denominations for each of them set forth opposite their respective names on Schedule 1.1 hereto. (b) Promptly following the Closing, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Closing represented outstanding Shares (the “Certificates”) and whose Shares were contributed to Parent and thereby converted into the right to receive shares of Parent Common Stock pursuant to Sections 1.1 and 1.3 hereof: (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 customary provisions as Parent and the Companies may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Sections 1.1 and 1.3, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that are not registered in the transfer records of the Companies, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable transfer taxes have been paid. Until surrendered as contemplated by this Section 1.4(b), each Certificate that immediately prior to the Closing represented any outstanding Shares shall be deemed at and after the Closing to represent only the right to receive upon surrender as aforesaid the consideration specified in Section 1.3(a) hereof for the holder thereof.

Surrender and Exchange of Certificates. (a) At the Closing, Parent shall deliver to its Transfer Agent a letter of instruction to prepare and deliver to the Companies’ Company’s counsel, who shall act as exchange agent for the benefit of the Stockholders (the “Exchange Agent”), (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Sections 1.1 and 1.3 hereof (such shares of Parent Common Stock, the “Exchange Fund”)hereof, in exchange for all outstanding Shares. The shares of Parent Common Stock evidenced by the certificates shall be registered in the names of the Stockholders and shall be in the denominations for each of them set forth opposite their respective names on Schedule 1.1 heretoin Section 1.3(a). (b) Promptly following after the Closing, the Exchange Agent shall mail to each holder of record Closing and upon surrender of a certificate or certificates representing the Shares that were outstanding immediately prior to the Closing represented outstanding (or an affidavit and indemnification in form reasonably acceptable to counsel for Parent stating that such Stockholder has lost their certificate or certificates or that such have been destroyed), Parent shall issue to the record holder of the Shares so surrendering such certificate or certificates, (y) in the “Certificates”) and whose Shares were contributed to Parent and thereby converted into case of the right to receive Management Stockholders (as defined in Section 8 hereof), a certificate or certificates registered in the name of each such Management Stockholder representing an aggregate of 740,000 shares of Parent Common Stock pursuant to Sections 1.1 and 1.3 hereof: (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 customary provisions as Parent and the Companies may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed, the holder of such Certificate they shall be entitled to receive as set forth in exchange therefor Section 1.3(a) hereof (472,000 shares of which represents shares to which Txxx Xxxx shall be so entitled, 67,000 shares of which represents shares to which Txxxxx Xxxx shall be so entitled, 67,000 shares of which represents shares to which Jxxx Xxxx, Xx. shall be so entitled, 67,000 shares of which represents shares to which Rxxxxx Xxxxxxx shall be so entitled, and 67,000 shares of which represents shares to which Evolution Advisors, LLC shall be so entitled) and (z) in the case of each Stockholder, a certificate or certificates registered in the name of such Stockholder representing that the number of whole shares of Parent Common Stock that such holder has the right Stockholder shall be entitled to receive pursuant to as set forth in Section 1.3(a) hereof (less, in the provisions case of Sections 1.1 and 1.3the Management Stockholders, and the Certificate so surrendered shall forthwith be canceled. In the event that number of a transfer of ownership of Shares that are not such shares registered in the transfer records name of the Companies, a certificate each such Management Stockholder referred to in clause (y) above). (c) The certificates representing the proper number of shares of Parent Common Stock may be issued in favor of the Management Stockholders pursuant to a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable transfer taxes have been paid. Until surrendered as contemplated by this Section 1.4(b), each Certificate that immediately prior to the Closing represented any outstanding Shares shall be deemed at and after the Closing to represent only the right to receive upon surrender as aforesaid the consideration specified in Section 1.3(a) hereof for and referred to in Section 1.4(b)(y) hereof shall be delivered to Gxxxxxxxx Txxxxxx, LLP (the holder thereof“Escrow Agent”), registered in the name of each such Management Stockholder, accompanied by a stock power duly executed in blank and with signature medallion guaranteed by a national bank or trust company, and held in escrow and dealt with in accordance with the terms of the Performance Milestone Shares Escrow Agreement, substantially in the form of Exhibit H to the Securities Purchase Agreement (the “Escrow Agreement”).

Surrender and Exchange of Certificates. (a) Representing Seller Common ----------------------------------------------------------------- Stock. At the Closing, each Shareholder shall surrender to Parent shall deliver to its Transfer Agent a letter of instruction to prepare and deliver to the Companies’ counsel, who shall act as exchange agent for the benefit of the Stockholders (the “Exchange Agent”), (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Sections 1.1 and 1.3 hereof (such shares of Parent Common Stock, the “Exchange Fund”), in exchange for all an outstanding Shares. The shares of Parent Common Stock evidenced by the certificates shall be registered in the names of the Stockholders and shall be in the denominations for each of them set forth opposite their respective names on Schedule 1.1 hereto. (b) Promptly following the Closing, the Exchange Agent shall mail to each holder of record of a ----- certificate or certificates that immediately prior to the Closing Effective Time represented outstanding Shares his Seller Common Stock (the “"Certificates”) and whose Shares were contributed to Parent and thereby converted into the right "). In exchange, such Shareholder shall be entitled to receive at the Closing (subject to the escrow provisions described in Schedule 2.1 if applicable), (a) the amount of Cash to ------------ which such Shareholder shall have become entitled pursuant to the provisions of Schedule 2.1, payable by wire transfer to such Shareholder's designated account; ------------ and (b) one or more certificates as requested by the Shareholder (properly issued, executed and countersigned, as appropriate) representing the number of duly paid and nonassessable shares of Parent Common Stock pursuant to Sections 1.1 and 1.3 hereof: (i) a letter of transmittal (which such Shareholder 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 customary provisions as Parent and the Companies may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed, the holder of such Certificate shall be become entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Sections 1.1 and 1.3, Schedule -------- 2.1; and the Certificate Certificates so surrendered shall forthwith be canceled. In The Cash --- and the event of a transfer of ownership of Shares that are not registered in the transfer records of the Companies, a certificate representing the proper number of shares of Parent Common Stock may to be paid and issued to a transferee if the Certificate representing such Shares is presented Shareholders hereunder shall sometimes be referred to collectively as the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable transfer taxes have been paid. Until surrendered as contemplated by "Merger Consideration." From the Effective Time until surrender in accordance with the provisions of this Section 1.4(b)Section, each Certificate that immediately prior to the Closing represented any outstanding Shares (other than Certificates representing treasury shares) shall be deemed at and after the Closing to represent for all purposes only the right to receive upon surrender as aforesaid the consideration specified Merger Consideration. All payments in Section 1.3(a) hereof for respect of Seller Common Stock that are made in accordance with the holder thereofterms of this Agreement shall be deemed to have been made in full satisfaction of all rights pertaining to such securities.

Surrender and Exchange of Certificates. (a) At the Closing, Parent shall deliver to its Transfer Agent a letter of instruction to prepare and deliver to the Companies’ Company’s counsel, who shall act as exchange agent for the benefit of the Stockholders Members (the “Exchange Agent”), (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Sections 1.1 and 1.3 hereof (such shares of Parent Common Stock, the “Exchange Fund”), in exchange for all outstanding SharesMembership Units. The shares of Parent Common Stock evidenced by the certificates shall be registered in the names of the Stockholders Members and shall be in the denominations for each of them set forth opposite their respective names on Schedule 1.1 hereto. (b) Promptly following the Closing, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Closing represented outstanding Shares Membership Units (the “Certificates”) and whose Shares Membership Units were contributed to Parent and thereby converted into the right to receive shares of Parent Common Stock pursuant to Sections 1.1 and 1.3 hereof: (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 customary provisions as Parent and the Companies Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Sections 1.1 and 1.3, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares Membership Units that are not registered in the transfer records of the CompaniesCompany, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares Membership Units is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable transfer taxes have been paid. Until surrendered as contemplated by this Section 1.4(b), each Certificate that immediately prior to the Closing represented any outstanding Shares Membership Units shall be deemed at and after the Closing to represent only the right to receive upon surrender as aforesaid the consideration specified in Section 1.3(a) hereof for the holder thereof.