Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. As soon as reasonably practicable after the Closing, ParentCo shall, or shall cause the Exchange Agent to, mail to each Surge Unitholder: (i) a letter of transmittal for use in exchanging Surge Units (other than Surge Cancelled Units) for payment of such Surge Unitholder’s applicable portion of the Surge Merger Consideration, which letter of transmittal shall specify that the delivery of Surge Units (other than Surge Cancelled Units) shall be effected, and risk of loss and title shall pass, only upon delivery of such letter of transmittal to the Exchange Agent or such other agent as may be appointed by ParentCo (the “Letter of Transmittal”), and (ii) instructions in customary form for effecting the surrender of the Surge Units (other than Surge Cancelled Units) in exchange for payment of such Surge Unitholder’s portion of the Surge Closing Merger Consideration. Upon (i) surrender of Surge Units (other than Surge Cancelled Units) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentCo, (ii) delivery of a letter of transmittal, duly executed and in proper form, with respect to such Surge Units, (iii) delivery of a properly completed IRS Form W-9 or, if applicable, the appropriate IRS Form W-8 and any other documentation expressly required by its terms to be provided in connection with the Letter of Transmittal, and (iv) if applicable pursuant to Section 4.16, the execution and delivery to ParentCo of a Lock-Up Agreement, each Surge Unitholder shall be entitled to receive such Surge Unitholder’s portion of the Surge Closing Merger Consideration and percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) as is set forth in the Final Allocation Schedule, for each such Surge Unit held by them. Any Surge Units so surrendered will forthwith be cancelled. The Surge Closing Merger Consideration and Escrow Amount released pursuant to Section 1.7(g) (if any) paid upon the surrender for exchange of Surge Units pursuant to this Section 1.7(c) will be deemed to have been paid in full satisfaction of all rights pertaining to such Surge Units. If payment of the Surge Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Surge Units is registered, it will be a condition precedent of payment that the Surge Units so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such payment will have paid any transfer or similar Taxes required by reason of the payment of a Surge Unitholder’s portion of the Surge Closing Merger Consideration or percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) to a Person other than the registered holder of the Surge Unit so surrendered or will have established to the satisfaction of the Exchange Agent that such Taxes either have been paid or are not payable. Any other transfer or similar Taxes incurred in connection with the Mergers will be paid by ParentCo; provided, however, that any such Taxes that are solely the obligation of the Surge Blockers or their respective shareholders under applicable Law shall be paid by the respective Surge Blockers or their shareholders, as applicable. Until surrendered as contemplated hereby, each Surge Unit (other than Surge Cancelled Units) will be deemed at any time after the Combination Merger Effective Time to represent only the right to receive the portion of the Surge Closing Merger Consideration and percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) applicable to such Surge Unit.

Procedures for Surrender. As soon as reasonably practicable after the Closing, ParentCo shall, or shall cause the Exchange Agent to, mail to each Surge Unitholder: (i) a letter of transmittal for use in exchanging Surge Units (other than Surge Cancelled Units) for payment of such Surge Unitholder’s applicable portion of After the Surge Merger Consideration, which letter of transmittal shall specify that the delivery of Surge Units (other than Surge Cancelled Units) shall be effectedEffective Time, and risk of loss and title shall pass, only (x) upon delivery of such letter of transmittal surrender to the Exchange Agent or such other agent as may be appointed of Lion Eligible Shares that are Certificates, by ParentCo (the “Letter of Transmittal”), and (ii) instructions in customary form for effecting the physical surrender of the Surge Units such Certificate (other than Surge Cancelled Unitsor affidavit of loss in lieu of a Certificate, as provided in Section 2.8(f)) in exchange for payment accordance with the terms of such Surge Unitholder’s portion of the Surge Closing Merger Consideration. Upon (i) surrender of Surge Units (other than Surge Cancelled Units) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentCo, (ii) delivery of a letter of transmittal, duly executed and in proper form, with respect to such Surge Units, (iii) delivery of a properly completed IRS Form W-9 or, if applicable, the appropriate IRS Form W-8 and any other documentation expressly required by its terms to be provided in connection with the Letter of TransmittalTransmittal and accompanying instructions, (y) upon the transfer of Lion Eligible Shares that are Book-Entry Shares not held through DTC, in accordance with the terms of the Letter of Transmittal and accompanying instructions or (ivz) if applicable pursuant to Section 4.16upon the transfer of Lion Eligible Shares that are Book-Entry Shares held through DTC, including by delivery of an “agent’s message”, in accordance with DTC’s customary procedures, in each case, the execution and delivery to ParentCo holder of a Lock-Up Agreement, each Surge Unitholder such Lion Eligible Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such Surge Unitholder’s portion holder (subject to Section 2.8(e)), (A) the number of New Topco Shares (in book-entry form) in respect of the Surge Closing aggregate Merger Consideration and percentage of the Escrow Amount released that such holder is entitled to receive pursuant to Section 1.7(g2.7 (after taking into account all Lion Eligible Shares then held by such holder), (B) any cash in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.8(g), and (C) as and when available, any Fractional Share Consideration which such holder has the right to receive. (ii) No interest will be paid or accrued on any amount payable upon due surrender of the Lion Eligible Shares, and any Certificates formerly representing Lion Eligible Shares that have been so surrendered shall be cancelled by the Exchange Agent. The New Topco Shares issued and paid in accordance with the terms of this Section 2.8 upon conversion of any Lion Eligible Shares (together with the Fractional Share Consideration (if any) as is set forth in and any dividends or distributions which a holder has the Final Allocation Schedule, for each such Surge Unit held by them. Any Surge Units so surrendered will forthwith be cancelled. The Surge Closing Merger Consideration and Escrow Amount released right to receive pursuant to Section 1.7(g2.8(g)) (if any) paid upon the surrender for exchange of Surge Units pursuant to this Section 1.7(c) will shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Surge Units. Lion Eligible Shares. (iii) If payment any portion of the Surge Merger Consideration is to be made paid to a Person transferee other than the Person in whose name any the surrendered Surge Units Certificate (in the case of Lion Eligible Shares that are Certificates) is registered, the proper number of New Topco Shares may be transferred by the Exchange Agent to such a transferee only if (A) the Certificates formerly representing such Lion Eligible Shares are surrendered to the Exchange Agent, and (B) the Certificates are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance reasonably satisfactory to New Topco and the Exchange Agent. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. If any New Topco Shares are to be delivered to a Person other than the holder in whose name any Lion Eligible Shares are registered, it will shall be a condition precedent of payment such exchange that the Surge Units so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such payment will have paid delivery shall pay any transfer or other similar Taxes required by reason of the payment transfer of a Surge Unitholder’s portion of the Surge Closing Merger Consideration or percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) New Topco Shares to a Person other than the registered holder of the Surge Unit so surrendered any Lion Eligible Shares, or will have established shall establish to the satisfaction of New Topco and the Exchange Agent that such Taxes either have Tax has been paid or are is not payable. Any other transfer or similar Taxes incurred in connection with the Mergers will be paid by ParentCo; provided, however, that any such Taxes that are solely the obligation of the Surge Blockers or their respective shareholders under applicable Law shall be paid by the respective Surge Blockers or their shareholders, as applicable. Until surrendered as contemplated hereby, each Surge Unit (other than Surge Cancelled Units) will be deemed at any time after the Combination Merger Effective Time to represent only the right to receive the portion of the Surge Closing Merger Consideration and percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) applicable to such Surge Unit.

Procedures for Surrender. As soon as reasonably practicable (i) Promptly after the ClosingEffective Time (and in any event within five (5) Business Days thereafter), ParentCo shall, or the Surviving Corporation shall cause the Exchange Paying Agent to, to mail to each Surge Unitholder: holder of record of Shares (iother than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal for use in exchanging Surge Units (other than Surge Cancelled Units) for payment of such Surge Unitholder’s applicable portion of the Surge Merger Consideration, which letter of transmittal shall specify specifying that the delivery of Surge Units (other than Surge Cancelled Units) shall be effected, and risk of loss and title shall pass, only upon delivery of such letter the Share Certificates (or affidavits of transmittal loss in lieu of the Share Certificates as provided in Section 4.2(f)) or transfer of the Book-Entry Shares to the Exchange Paying Agent or (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other agent provisions as may Parent desires with approval of the Company (such approval not to be appointed by ParentCo unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (iiC) instructions in customary form for effecting the surrender of the Surge Units Share Certificates (other than Surge Cancelled Unitsor affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or the Book-Entry Shares to the Paying Agent in exchange for payment of the aggregate Merger Consideration to which such Surge Unitholder’s portion of the Surge Closing Merger Consideration. Upon (i) surrender of Surge Units (other than Surge Cancelled Units) for cancellation holders are entitled pursuant to the Exchange Agent or to such other agent or agents as may be appointed by ParentCo, terms of this Agreement. (ii) delivery Upon surrender to the Paying Agent of a letter Share Certificates (or affidavits of transmittal, duly executed and loss in proper form, with respect to such Surge Units, (iii) delivery lieu of a properly completed IRS Form W-9 or, if applicable, the appropriate IRS Form W-8 and any other documentation expressly required by its terms to be Share Certificates as provided in connection with Section 4.2(f)) or Book-Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and (iv) if applicable pursuant to Section 4.16validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may be reasonably required, the execution and delivery to ParentCo holder of a Locksuch Share Certificates or Book-Up Agreement, each Surge Unitholder Entry Shares shall be entitled to receive in exchange therefor, and the Paying Agent shall be required to deliver to each such Surge Unitholder’s portion holder, the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash that such holder has the Surge Closing Merger Consideration and percentage of the Escrow Amount released right to receive pursuant to Section 1.7(g4.1(a). (iii) No interest will be paid or accrued on any amount payable upon surrender of any Shares. (if anyiv) as In the event of a transfer of ownership of certificated Shares (other than Excluded Shares) that is set forth not registered in the Final Allocation Scheduletransfer records of the Company, for each such Surge Unit held by them. Any Surge Units so surrendered will forthwith the cash to be cancelled. The Surge Closing Merger Consideration and Escrow Amount released pursuant to Section 1.7(g) (if any) paid upon due surrender of the surrender for exchange of Surge Units pursuant to this Section 1.7(c) will Share Certificates may be deemed to have been so paid in full satisfaction of all rights pertaining to such Surge Units. If payment of transferee if the Surge Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Surge Units is registered, it will be a condition precedent of payment that the Surge Units so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting Share Certificates formerly representing such payment will have paid any transfer or similar Taxes required by reason of the payment of a Surge Unitholder’s portion of the Surge Closing Merger Consideration or percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) to a Person other than the registered holder of the Surge Unit so surrendered or will have established Shares are presented to the satisfaction of the Exchange Agent Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that such any applicable stock transfer Taxes either have been paid or are not payableapplicable, in each case, in form and substance reasonably satisfactory to the Paying Agent. Any other transfer or similar Taxes incurred in connection with the Mergers will be paid by ParentCo; provided, however, that any such Taxes that are solely the obligation Payment of the Surge Blockers or their respective shareholders under applicable Law Merger Consideration with respect to Book-Entry Shares shall only be paid by made to the respective Surge Blockers or their shareholders, as applicable. Until surrendered as contemplated hereby, each Surge Unit (other than Surge Cancelled Units) will be deemed at any time after Person in whose name such Book-Entry Shares are registered in the Combination Merger Effective Time to represent only the right to receive the portion stock transfer books of the Surge Closing Merger Consideration and percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) applicable to such Surge UnitCompany.