Common use of Share Exchange Clause in Contracts

Share Exchange. Section 3.01 The Exchange and Other Issuance. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.02), the SNO Shareholders listed in Composite Exhibit A, representing an aggregate of at least 21,285,000 and up to 21,500,000 shares of SNO’s Class A Common Stock (“SNO Class A Common Stock”) and 1,000,000 shares of SNO’s Class B Common Stock (“SNO Class B Common Stock”; together with “SNO Class A Common Stock”, referred to herein as “SNO Common Stock”) (collectively, representing at least 99% and up to 100% of SNO’s issued and outstanding common stock), upon their agreement, shall sell, assign, transfer and deliver to the Company, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the shares of SNO held by them as set forth on Composite Exhibit A; the objective of such purchase (the “Exchange”) being the acquisition by the Company of at least 99% and up to 100% of the issued and outstanding shares of SNO Class A Common Stock and 100% of the issued and outstanding shares of SNO Class B Common Stock. In exchange for the transfer of such securities by the SNO Shareholders as set forth on Composite Exhibit A, the Company shall deliver to each such SNO Shareholder one (1) share (the “Exchange Shares”) of the Company’s common stock (“Company Common Stock”) for each share of their SNO Common Stock (an aggregate of at least 22,285,000 and up to 22,500,000 shares of the Company Common Stock). Simultaneously, the Company shall issue an aggregate of 2,500,000 shares (“Other Issued Shares”) of the Company Common Stock (“Other Issuance”) to certain other persons (“Other Persons”) as set forth in Exhibit B in exchange for, among other things, the forgiveness of the total debt to date owed by the Company to Danzig Ltd (which is an affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) in the approximate amount of $20,522. After the Exchange, Other Issuance and other transactions set forth herein have been completed, the SNO shareholders will own at least 22,285,000 and up to 22,500,000 restricted shares of Company Common Stock or ap pro x im ate ly 89% of the total outstanding shares of Com pany Com m on Stock. Upon completion of the issuance of at least 22,285,000 and up to 22,500,000 shares of the Com pany Com m on Stock to the SNO Shareholders and 2,500,000 shares of Company Common Stock to the Other Persons, there will be a total of at least 25,172,000 and up to 25,387,000 shares of the Company Common Stock outstanding and 1,000,000 shares of the Company ’s Series E Preferred Stock outstanding. No other securities of the Company will be outstanding. The Exchange Shares are hereinafter referred to as the “Exchange Consideration” or the “Securities”. At the Closing, the SNO Shareholders shall, on surrender of their certificates representing their SNO shares to the Company or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing their ownership of the Exchange Shares.

Share Exchange. As soon as reasonably practicable following the Effective Time and in accordance with Sections 202 et seq. (including Sections 185 and 187) of the German Stock Corporation Law (Aktiengesetz) (the "GSCL") and any additional requirements pursuant to Section 3.01 The Exchange and Other Issuance. On 6.14, Parent shall: (i) effect the terms and subject increase of its stated share capital (Grundkapital) by (A) using authorized share capital (Ausnutzung Genehmigten Kapitals) to issue new Parent Ordinary Shares at nominal value without premium (zum geringsten Ausgabebetrag) underlying the Merger Consideration to the conditions set forth in this Agreement, on Contribution Agent for the Closing Date (as defined in Section 3.02), benefit of the SNO Shareholders listed in Composite Exhibit A, representing an aggregate former holders of at least 21,285,000 and up to 21,500,000 shares of SNO’s Class A the Company Common Stock (“SNO Class A Common Stock”the "Share Issuance") and 1,000,000 shares of SNO’s Class B Common Stock (“SNO Class B Common Stock”; together with “SNO Class A Common Stock”, referred against the contribution by the Contribution Agent to herein as “SNO Common Stock”) (collectively, representing at least 99% and up to 100% of SNO’s issued and outstanding common stock), upon their agreement, shall sell, assign, transfer and deliver to the Company, free and clear Parent of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the shares of SNO held by them as set forth on Composite Exhibit A; the objective of such purchase (the “Exchange”) being the acquisition by the Company of at least 99% and up to 100% of the issued and outstanding shares of SNO Class A Surviving Corporation Common Stock and 100% of the issued and outstanding shares of SNO Class B Common Stock. In exchange for the transfer of such securities by the SNO Shareholders as set forth on Composite Exhibit A, the Company shall deliver to each such SNO Shareholder one contribution-in-kind by a resolution (1) share (the “Exchange Shares”Vorstandsbeschluss) of the Company’s common stock Parent Executive Board with the approval (“Zustimmung des Aufsichtsrats) of the Parent Supervisory Board and (B) registering the implementation of such increase of Parent's stated capital with the commercial register (Handelsregister) of the local court (Amtsgericht) Aachen of Parent (the "Commercial Register") (such registration, the "Share Capital Increase"); and (ii) cause (A) the Contribution Agent to deposit with the Depositary, for the benefit of the holders of shares of Company Common Stock”) for each share of their SNO Common Stock (an aggregate of at least 22,285,000 and up to 22,500,000 shares of the Company Common Stock). Simultaneously, the Company shall Parent Ordinary Shares underlying the Merger Consideration, (B) the Depositary to issue an aggregate of 2,500,000 shares to the Exchange Agent the Parent ADSs comprising the Merger Consideration and (“Other Issued Shares”C) of the Company Common Stock (“Other Issuance”) Exchange Agent to certain other persons (“Other Persons”) as set forth deliver in Exhibit B in exchange for, among other thingsaccordance with this Article II, the forgiveness Parent ADSs reflecting the Merger Consideration and evidenced by Parent ADRs to the former holders of the total debt to date owed by the Company to Danzig Ltd (which is an affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) in the approximate amount of $20,522. After the Exchange, Other Issuance and other transactions set forth herein have been completed, the SNO shareholders will own at least 22,285,000 and up to 22,500,000 restricted shares of Company Common Stock (such Parent ADSs, together with any dividends or ap pro x im ate ly 89% of the total outstanding shares of Com pany Com m on Stock. Upon completion of the issuance of at least 22,285,000 and up to 22,500,000 shares of the Com pany Com m on Stock to the SNO Shareholders and 2,500,000 shares of Company Common Stock to the Other Personsdistributions with respect thereto, there will be a total of at least 25,172,000 and up to 25,387,000 shares of the Company Common Stock outstanding and 1,000,000 shares of the Company ’s Series E Preferred Stock outstanding. No other securities of the Company will be outstanding. The Exchange Shares are hereinafter being referred to as the “"Exchange Consideration” or Fund") and any cash in lieu of Parent ADRs representing fractional Parent ADSs (the “Securities”actions described in clauses (i) and (ii) above, collectively, the "Share Exchange"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Parent ADSs evidenced by American Depositary Receipts issued by the Depository on behalf of Parent ("Parent ADRs") contemplated to be issued pursuant to Section 2.01 out of the Exchange Fund in accordance with Section 2.02(b). The Exchange Fund shall not be used for any other purpose. At the ClosingEffective Time, Parent's obligation to effect the Share Exchange shall become unconditional, subject only to the completion of the contribution-in-kind by the Contribution Agent described in this Section 2.02(a). Subject to the approval of the Commercial Register, the SNO Shareholders shall, on surrender transfer (dingliche und schuldrechtliche Übertragung) of their certificates representing their SNO shares Surviving Corporation Common Stock to Parent by the Contribution Agent by contribution-in-kind shall be made subject to the Company or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing their ownership condition subsequent that the implementation of the Exchange Sharescapital increase (Durchführung der Kapitalerhöhung) is registered in the Commercial Register within a reasonable period of time following the filing of the application for registration; provided, that if the Commercial Register refuses such registration because of the condition subsequent, the contribution-in-kind shall be made without such condition subsequent.

Share Exchange. Section 3.01 The Exchange and Other Issuance. On the terms and subject to the conditions set forth in this Agreement, on (a) the Closing Date (as defined in Section 3.02), the SNO Shareholders listed in Composite Exhibit A, representing an aggregate of at least 21,285,000 and up Company agrees to 21,500,000 shares of SNO’s Class A Common Stock (“SNO Class A Common Stock”) and 1,000,000 shares of SNO’s Class B Common Stock (“SNO Class B Common Stock”; together with “SNO Class A Common Stock”, referred to herein as “SNO Common Stock”) (collectively, representing at least 99% and up to 100% of SNO’s issued and outstanding common stock), upon their agreement, shall sell, assign, transfer issue and deliver to the Company, free Investor the Exchange Interim Securities and clear a warrant (the “Warrant”) to purchase the number of all liens, pledges, encumbrances, charges, restrictions or known claims shares of any kind, nature, or description, all Common Stock equal to (A) the number of Exchange Interim Securities multiplied by (B) the quotient of (x) 790,000,000 and (y) the sum of (1) the shares of SNO held by them as set forth on Composite Exhibit A; Series M Interim Stock issued to the objective Investor and the additional holders of such purchase preferred stock of the Company (the “ExchangePreferred Stock”) being pursuant to the acquisition Exchange and the other private exchange offers (other than the UST Exchanges) as contemplated by the Company of at least 99% and up to 100% of the issued and outstanding shares of SNO Class A Common Stock and 100% of the issued and outstanding shares of SNO Class B Common Stock. In exchange for the transfer of such securities by the SNO Shareholders as set forth on Composite Exhibit A, the Company shall deliver to each such SNO Shareholder one (1) share Transaction Outline (the “Exchange SharesTransaction Outline”) dated as of February 27, 2009 as agreed upon with the UST (as defined below), the Investor and certain holders of the Company’s common preferred stock (the “Company Common StockPrivate Exchanges”) for each share of their SNO Common Stock and attached as Annex B, (an aggregate of at least 22,285,000 and up to 22,500,000 2) the shares of Series M Interim Stock issued to the Company Common Stock). SimultaneouslyUnited States Department of the Treasury (the “UST”) pursuant to the private exchange offer (the “First UST Exchange”) with the UST previous to, or concurrent with, the Company shall issue an aggregate issuances contemplated by (1) as contemplated by the Transaction Outline, and (3) the shares of 2,500,000 shares Series M Interim Stock to be issued to the UST pursuant to subsequent exchanges (each, a “Other Issued SharesSubsequent UST Exchange” and, together with the First UST Exchange, the “UST Exchanges”) upon consummation of the Company Common Stock (“Other Issuance”) public exchange offers to certain other persons (“Other Persons”) as set forth in Exhibit B in exchange for, among other things, the forgiveness of the total debt to date owed be made by the Company for its preferred securities, trust preferred securities and enhanced trust preferred securities as contemplated by the Transaction Outline (it being agreed by the Company and acknowledged by the Investor that pursuant to Danzig Ltd (which is an affiliate the terms of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) in the approximate amount of $20,522. After the Exchange, Other Issuance and other transactions set forth herein have been completedWarrant, the SNO shareholders will own at least 22,285,000 and up to 22,500,000 restricted number of shares of Company Common Stock or ap pro x im ate ly 89% subject to any such warrant will be automatically reduced at the time of the total outstanding shares closing of Com pany Com m on Stock. Upon completion of any Subsequent UST Exchange to reflect the issuance of any Series M Interim Stock at least 22,285,000 and up to 22,500,000 shares of the Com pany Com m on Stock such time to the SNO Shareholders UST, in accordance with the foregoing formula), and 2,500,000 shares of Company Common Stock to the Other Persons(b) in exchange therefor, there will be a total of at least 25,172,000 and up to 25,387,000 shares of the Company Common Stock outstanding and 1,000,000 shares of the Company ’s Series E Preferred Stock outstanding. No other securities of the Company will be outstanding. The Exchange Shares are hereinafter referred to as the “Exchange Consideration” or the “Securities”. At the Closing, the SNO Shareholders shall, on surrender of their certificates representing their SNO shares Investor shall deliver to the Company or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing their ownership of the Exchange SharesPreferred Shares duly endorsed or accompanied by stock powers duly endorsed in blank.

Share Exchange. Section 3.01 The Exchange At the Closing (and Other Issuance. On in any event immediately prior to the Effective Time), upon the terms and subject to the conditions set forth in of this Agreement, on (a) the Closing Date Rollover Holder hereby shall transfer, exchange and deliver to Merger Sub a number of shares of Company Stock (as defined in Section 3.02)such shares, the SNO Shareholders listed in Composite Exhibit A, representing an aggregate of at least 21,285,000 and up to 21,500,000 shares of SNO’s Class A Common Stock (“SNO Class A Common Company Exchange Stock”) and 1,000,000 shares of SNO’s Class B Common having an aggregate value (valued in the manner set forth below) (the “Exchanged Company Stock (“SNO Class B Common Stock”; together with “SNO Class A Common Stock”, referred to herein as “SNO Common StockValue”) equal to the Allocated Sale Percentage multiplied by the amount equal to the product of (collectivelyi) 0.35 multiplied by (ii) (A) the Base Purchase Price minus (B) the sum of the Closing Option Consideration, representing at least 99% the Closing Restricted Stock Unit Consideration, the aggregate exercise price of the First Tier In-The-Money Options and up to 100% the Representative Expense Fund) (in the case of SNO’s issued the foregoing clauses (A) and outstanding common stock(B), upon their agreementas set forth on the Estimated Base Purchase Price Statement (as the same may be revised prior to the Closing in accordance with Section 1.05 of the Merger Agreement)) and (b) in exchange therefor, Merger Sub shall sell(and Parent agrees to cause Merger Sub to) transfer, assign, transfer exchange and deliver to the CompanyRollover Holder a number of shares of Parent Common Stock (rounding up or down to the nearest whole share), free in book-entry form, equal to (i) the Exchanged Company Stock Value divided by (ii) $104.36 (such price, the “Parent Trading Price,” such shares of Parent Common Stock, the “Parent Exchange Shares” and clear of all lienssuch exchange, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all the “Share Exchange”). For purposes of the shares forgoing, each share of SNO held by them Series A Preferred Stock included in the Company Exchange Stock shall be valued at the Series A Per Share Amount, each share of Series A-1 Preferred Stock included in the Company Exchange Stock shall be valued at the Series A-1 Per Share Amount, each share of Series B Preferred Stock included in the Company Exchange Stock shall be valued at the Series B Per Share Amount and each share of Common Stock included in the Company Exchange Stock shall be valued at the Per Share Participating Amount, in each case as set forth on Composite Exhibit A; the objective of such purchase Estimated Base Purchase Price Statement (as the “Exchange”) being same may be revised prior to the acquisition by the Company of at least 99% and up to 100% Closing in accordance with Section 1.05 of the issued and outstanding shares of SNO Class A Common Stock and 100% of the issued and outstanding shares of SNO Class B Common Stock. In exchange for the transfer of such securities by the SNO Shareholders as set forth on Composite Exhibit A, the Company shall deliver to each such SNO Shareholder one (1) share (the “Exchange Shares”) of the Company’s common stock (“Company Common Stock”) for each share of their SNO Common Stock (an aggregate of at least 22,285,000 and up to 22,500,000 shares of the Company Common StockMerger Agreement). Simultaneously, the Company shall issue an aggregate of 2,500,000 shares (“Other Issued Shares”) of the Company Common Stock (“Other Issuance”) to certain other persons (“Other Persons”) as set forth in Exhibit B in exchange for, among other things, the forgiveness of the total debt to date owed by the Company to Danzig Ltd (which is an affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) in the approximate amount of $20,522. After the Exchange, Other Issuance and other transactions set forth herein have been completed, the SNO shareholders will own at least 22,285,000 and up to 22,500,000 restricted shares of Company Common Stock or ap pro x im ate ly 89% of the total outstanding shares of Com pany Com m on Stock. Upon completion of the issuance of at least 22,285,000 and up to 22,500,000 shares of the Com pany Com m on Stock to the SNO Shareholders and 2,500,000 shares of Company Common Stock to the Other Persons, there will be a total of at least 25,172,000 and up to 25,387,000 shares of the Company Common Stock outstanding and 1,000,000 shares of the Company ’s Series E Preferred Stock outstanding. No other securities of the Company will be outstanding. The Exchange Shares are hereinafter referred to as the “Exchange Consideration” or the “Securities”. At the Closing, the SNO Shareholders shall, on surrender of their certificates representing their SNO shares to the Company or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing their ownership of the Exchange Shares.

Share Exchange. Section 3.01 The Exchange and Other Issuance. On Upon the terms and subject to the conditions set forth in this Agreement, on at the Closing Date (as hereinafter defined), the Parties shall do the following: (a) Each AX Shareholder shall transfer, convey, assign, and deliver all AX Shares owned by such AX Shareholder to VADO in exchange for shares of Vado Common Stock at the exchange ratio of 8.75 shares of Vado Common Stock (the “Exchange Ratio”) for each AX Share, as set forth on Schedule 1.01(a), together with such documents evidencing the transfer and assignments of their respective interests in AX in the form satisfactory to VADO. The AX Shares transferred to VADO at the Closing (as defined in Section 3.021.02), the SNO Shareholders listed in Composite Exhibit A, representing an aggregate of at least 21,285,000 and up to 21,500,000 shares of SNO’s Class A Common Stock (“SNO Class A Common Stock”) and 1,000,000 shares of SNO’s Class B Common Stock (“SNO Class B Common Stock”; together with “SNO Class A Common Stock”, referred to herein as “SNO Common Stock”) (collectively, representing at least 99% and up to 100% of SNO’s issued and outstanding common stock), upon their agreement, shall sell, assign, transfer and deliver to the Company, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the shares of SNO held by them as which is set forth on Composite Exhibit A; the objective of such purchase (the “Exchange”) being the acquisition by the Company of at least 99% and up to Schedule 1.01(a), will constitute 100% of the issued and outstanding shares of SNO Class A Common Stock and 100% capital stock of AX, or such lesser percentage as provided in Section 6.01 of this Agreement. Only AX Shareholders who are an accredited investors as such term defined by Rule 501(a) under the issued and outstanding shares Securities Act of SNO Class B Common Stock. In exchange for the transfer of such securities by the SNO Shareholders as set forth on Composite Exhibit A, the Company shall deliver to each such SNO Shareholder one (1) share 1933 (the “Exchange SharesSecurities Act”) shall be eligible to be a party to this Agreement. (b) As consideration for its acquisition of the CompanyAX Shares, at the Closing VADO shall issue the VADO Exchange Shares to the AX Shareholders at the Exchange Ratio in the amounts set forth opposite each AX Shareholder’s common name on Schedule 1.01(a) hereto by issuing or causing the issuance of such Exchange Shares to the AX Shareholders in book entry form with VADO’s transfer agent. A copy of the pro forma capitalization table immediately following the Closing is set forth in Schedule 1.01(b). (c) Immediately following the Closing (as hereinafter defined), all outstanding AX stock options and restricted stock units (together, “Company Common StockAX Employee Awards”), issued pursuant to AX employee benefit plans shall be assumed by VADO under a newly adopted equity incentive plan of VADO (the “VADO Equity Incentive Plan”) in form and substance satisfactory to AX, and exchanged for each share of their SNO Common Stock VADO stock options and restricted stock units, as applicable (an aggregate of at least 22,285,000 and up to 22,500,000 shares of the Company Common Stock). Simultaneouslytogether, the Company shall issue an aggregate of 2,500,000 shares (“Other Issued SharesVADO Awards”) of at the Company Common Stock (“Other Issuance”) to certain other persons (“Other Persons”) Exchange Ratio, as set forth in Exhibit B Schedule 1.01(c) and otherwise on terms consistent, insofar as is practicable, with the terms of such AX Employee Awards, including the general vesting terms of the AX Employee Awards but excluding any change of control provisions providing for accelerated vesting which may have otherwise been triggered by this Agreement, and AX will obtain, execute and deliver such waivers or agreements with the holders of such AX Employee Awards as are necessary and in exchange for, among other thingssuch forms as VADO and AX shall approve to amend such vesting provisions in accordance with the foregoing. (d) For federal income tax purposes, the forgiveness Share Exchange is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(B) of the total debt Code and the parties shall report the transactions contemplated by this Agreement consistent with such intent and shall take no position in any tax filing or legal proceeding inconsistent therewith. Notwithstanding anything to date owed by the Company to Danzig Ltd (which is an affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) contrary contained in the approximate amount of $20,522. After the Exchange, Other Issuance and other transactions set forth herein have been completedthis Agreement, the SNO shareholders will own at least 22,285,000 Parties acknowledge and up agree that no Party is making any representation or warranty as to 22,500,000 restricted shares of Company Common Stock or ap pro x im ate ly 89% the qualification of the total outstanding shares of Com pany Com m on Stock. Upon completion Share Exchange as a reorganization under Section 368 of the issuance of at least 22,285,000 and up to 22,500,000 shares of the Com pany Com m on Stock Code or as to the SNO Shareholders effect, if any, that any transaction consummated prior to or after the Closing Date has or may have on such reorganization status. The Parties acknowledge and 2,500,000 shares of Company Common Stock agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the Other Personstransactions contemplated by this Agreement, there will be a total of at least 25,172,000 and up to 25,387,000 shares of the Company Common Stock outstanding and 1,000,000 shares of the Company ’s Series E Preferred Stock outstanding. No other securities of the Company will be outstanding. The Exchange Shares are hereinafter referred to as the “Exchange Consideration” or the “Securities”. At the Closing, the SNO Shareholders shall, on surrender of their certificates representing their SNO shares to the Company or (ii) is responsible for paying its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing their ownership of the Exchange Sharesown Taxes.

Share Exchange. Section 3.01 The Exchange and Other Issuance. On the terms and subject to the conditions set forth in this Agreement, on (a) the Closing Date (as defined in Section 3.02), the SNO Shareholders listed in Composite Exhibit A, representing an aggregate of at least 21,285,000 and up Company agrees to 21,500,000 shares of SNO’s Class A Common Stock (“SNO Class A Common Stock”) and 1,000,000 shares of SNO’s Class B Common Stock (“SNO Class B Common Stock”; together with “SNO Class A Common Stock”, referred to herein as “SNO Common Stock”) (collectively, representing at least 99% and up to 100% of SNO’s issued and outstanding common stock), upon their agreement, shall sell, assign, transfer issue and deliver to the Company, free Investor the Exchange Interim Securities and clear a warrant (the “Warrant”) to purchase the number of all liens, pledges, encumbrances, charges, restrictions or known claims shares of any kind, nature, or description, all Common Stock equal to (A) the number of Exchange Interim Securities multiplied by (B) the quotient of (x) 790,000,000 and (y) the sum of (1) the shares of SNO held by them as set forth on Composite Exhibit A; Series M Interim Stock issued to the objective Investor and the additional holders of such purchase preferred stock of the Company (the “ExchangePreferred Stock”) being pursuant to the acquisition Exchange and the other private exchange offers (other than the UST Exchanges) as contemplated by the Company of at least 99% and up to 100% of the issued and outstanding shares of SNO Class A Common Stock and 100% of the issued and outstanding shares of SNO Class B Common Stock. In exchange for the transfer of such securities by the SNO Shareholders as set forth on Composite Exhibit A, the Company shall deliver to each such SNO Shareholder one (1) share Transaction Outline (the “Exchange SharesTransaction Outline”) dated as of February 27, 2009 as agreed upon with the UST (as defined below), the Investor and certain holders of the Company’s common preferred stock (the “Company Common StockPrivate Exchanges”) for each share of their SNO Common Stock and attached as Annex A, (an aggregate of at least 22,285,000 and up to 22,500,000 2) the shares of Series M Interim Stock issued to the Company Common Stock). SimultaneouslyUnited States Department of the Treasury (the “UST”) pursuant to the private exchange offer (the “First UST Exchange”) with the UST previous to, or concurrent with, the Company shall issue an aggregate issuances contemplated by (1) as contemplated by the Transaction Outline, and (3) the shares of 2,500,000 shares Series M Interim Stock to be issued to the UST pursuant to subsequent exchanges (each, a “Other Issued SharesSubsequent UST Exchange” and, together with the First UST Exchange, the “UST Exchanges”) upon consummation of the Company Common Stock (“Other Issuance”) public exchange offers to certain other persons (“Other Persons”) as set forth in Exhibit B in exchange for, among other things, the forgiveness of the total debt to date owed be made by the Company for its preferred securities, trust preferred securities and enhanced trust preferred securities as contemplated by the Transaction Outline (it being agreed by the Company and acknowledged by the Investor that pursuant to Danzig Ltd (which is an affiliate the terms of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) in the approximate amount of $20,522. After the Exchange, Other Issuance and other transactions set forth herein have been completedWarrant, the SNO shareholders will own at least 22,285,000 and up to 22,500,000 restricted number of shares of Company Common Stock or ap pro x im ate ly 89% subject to any such warrant will be automatically reduced at the time of the total outstanding shares closing of Com pany Com m on Stock. Upon completion of any Subsequent UST Exchange to reflect the issuance of any Series M Interim Stock at least 22,285,000 and up to 22,500,000 shares of the Com pany Com m on Stock such time to the SNO Shareholders UST, in accordance with the foregoing formula), and 2,500,000 shares of Company Common Stock to the Other Persons(b) in exchange therefor, there will be a total of at least 25,172,000 and up to 25,387,000 shares of the Company Common Stock outstanding and 1,000,000 shares of the Company ’s Series E Preferred Stock outstanding. No other securities of the Company will be outstanding. The Exchange Shares are hereinafter referred to as the “Exchange Consideration” or the “Securities”. At the Closing, the SNO Shareholders shall, on surrender of their certificates representing their SNO shares Investor shall deliver to the Company or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing their ownership of the Exchange SharesPreferred Shares duly endorsed or accompanied by stock powers duly endorsed in blank.

Share Exchange. Section 3.01 (a) The Exchange Shareholders agree to transfer to Freedom, and Other Issuance. On Freedom agrees to purchase from the terms Shareholders, all of the Shareholders' right, title and subject to interest in the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.02), the SNO Shareholders listed in Composite Exhibit ASteampunk Stock, representing an aggregate of at least 21,285,000 and up to 21,500,000 shares of SNO’s Class A Common Stock (“SNO Class A Common Stock”) and 1,000,000 shares of SNO’s Class B Common Stock (“SNO Class B Common Stock”; together with “SNO Class A Common Stock”, referred to herein as “SNO Common Stock”) (collectively, representing at least 99% and up to 100% of SNO’s the issued and outstanding common stock), upon their agreement, shall sell, assign, transfer and deliver to the Companyshare capital of Steampunk, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, charges, restrictions or known adverse claims of any kindnature. (b) At the Closing (as defined in Section 2 below), nature, or description, all upon surrender by the Shareholders and the cancellation by Steampunk of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and pursuant to the registration of Freedom in the register of members maintained by Steampunk as the new holder of the Steampunk Stock and the issuance of a certificate evidencing the aforementioned registration of the Steampunk Stock in the name of Freedom, Freedom will cause 4,812,209 shares of SNO held by them (the “New Shares”) (subject to adjustment for fractionalized shares as set forth on Composite Exhibit A; below) of Freedom’s common stock, par value $.0001 to be issued to the objective Shareholders (or their designees), and Lin will cause 10,096,229 shares of such purchase his Common Stock (the “ExchangeLin Stock,” together with the New Shares, the “Acquisition Stock”) being to be transferred to the acquisition by the Company of at least 99% and up to 100Shareholders (or their designees), which collectively shall represent 55% of the issued and outstanding shares common stock of SNO Class A Common Stock and Freedom immediately after the Closing (as hereinafter defined), in exchange for the Steampunk Stock, representing 100% of the issued share capital of Steampunk, as further set forth on the capitalization table annexed hereto as Schedule 1(b) and outstanding shares of SNO Class B Common Stockmade a part hereof. In exchange for The Acquisition Stock will be issued and transferred (as the transfer of such securities by case may be) to the SNO Shareholders as set forth on Composite Exhibit AA (subject to adjustment as set forth below), at the Company shall deliver to each such SNO Shareholder one (1) share Closing. As a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Exchange SharesShare Exchange”), Steampunk will become a wholly owned subsidiary (the “Subsidiary”) of Freedom (the Company’s “Parent”). No fractional shares of common stock (“Company Common Stock”) for each share of their SNO Common Stock (are to be issued pursuant hereto; if an aggregate of at least 22,285,000 and up to 22,500,000 shares of the Company Common Stock). Simultaneously, the Company shall issue an aggregate of 2,500,000 shares (“Other Issued Shares”) of the Company Common Stock (“Other Issuance”) to certain other persons (“Other Persons”) as set forth issuance would result in Exhibit B in exchange for, among other things, the forgiveness of the total debt to date owed by the Company to Danzig Ltd (which is an affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) in the approximate amount of $20,522. After the Exchange, Other Issuance and other transactions set forth herein have been completed, the SNO shareholders will own at least 22,285,000 and up to 22,500,000 restricted shares of Company Common Stock or ap pro x im ate ly 89% of the total outstanding shares of Com pany Com m on Stock. Upon completion of the issuance of at least 22,285,000 and a fraction of a share of common stock, Freedom shall round such fraction of a share of common stock up to 22,500,000 shares of the Com pany Com m on Stock to the SNO Shareholders and 2,500,000 shares of Company Common Stock to the Other Persons, there will be a total of at least 25,172,000 and up to 25,387,000 shares of the Company Common Stock outstanding and 1,000,000 shares of the Company ’s Series E Preferred Stock outstanding. No other securities of the Company will be outstanding. The Exchange Shares are hereinafter referred to as the “Exchange Consideration” or the “Securities”. At the Closing, the SNO Shareholders shall, on surrender of their certificates representing their SNO shares to the Company or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing their ownership of the Exchange Sharesnearest whole share.

Share Exchange. Section 3.01 The Exchange Issuance of Series B Convertible Preferred ------------------------------------------------------------- Stock, Series C Convertible Preferred Stock and Other IssuanceSeries C Warrants. On ------------------------------------------------------------------ (a) Upon the following terms and subject conditions, the Company shall issue to each DVA Shareholder the conditions number of shares of the Company's Series B Convertible Preferred Stock, par value $.01 (the "Series B Preferred Stock") or ------------------------ Series C Convertible Preferred Stock, par value $.01 (the "Series C Preferred ------------------ Stock") as set forth opposite the name of such DVA Shareholder on Exhibit B ----- --------- hereto, in exchange for the number of shares of common stock of DVA (the "DVA --- Common Stock") also set forth opposite the name of such DVA Shareholder on ------------- Exhibit B hereto. Pursuant to this Agreement, on the Closing Date (as defined in Section 3.02)1.2, the SNO Shareholders listed in Composite Exhibit A, representing Company will issue an ---------- ------------ aggregate of 26,750 shares of Series B Preferred Stock and an aggregate of at least 21,285,000 and up to 21,500,000 49,451 shares of SNO’s Class A Common Series C Preferred Stock (“SNO Class A Common Stock”) and 1,000,000 shares of SNO’s Class B Common Stock (“SNO Class B Common Stock”; together with “SNO Class A Common Stock”, referred to herein as “SNO Common Stock”) (collectively, representing at least 99% and up to 100% of SNO’s issued and outstanding common stock), upon their agreement, shall sell, assign, transfer and deliver to the CompanyDVA Shareholders, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the shares of SNO held by them as set forth on Composite Exhibit A; the objective of such purchase (the “Exchange”) being the acquisition by the Company of at least 99% and up to in exchange for 100% of the issued and outstanding shares capital stock of SNO Class A Common DVA. The Series B Preferred Stock and 100% of shall have the issued and outstanding shares of SNO Class B Common Stock. In exchange for the transfer of such securities by the SNO Shareholders as rights set forth on Composite in the Certificate of Designations, Limitations and Preferences attached hereto as Exhibit AF. The --------- Series C Preferred Stock shall have the rights set forth in the Certificate of Designations, Limitations and Preferences attached hereto as Exhibit G. ---------- (b) Upon the Company shall deliver to each such SNO Shareholder one (1) share (the “Exchange Shares”) of the Company’s common stock (“Company Common Stock”) for each share of their SNO Common Stock (an aggregate of at least 22,285,000 following terms and up to 22,500,000 shares of the Company Common Stock). Simultaneouslyconditions, the Company shall issue an aggregate to TotalCFO, LLC ("TotalCFO"), in its capacity as a DVA Shareholder, -------- Series C Warrants, in substantially the form attached hereto as Exhibit H (the --------- "Series C Warrants"), to purchase the number of 2,500,000 shares of Common Stock as set ------------------- forth opposite the name of TotalCFO on Exhibit B hereto, in exchange for the --------- surrender and cancellation of Warrant No. 1 to subscribe for and purchase 2,000,000 shares of the Common Stock of DVA (“Other Issued Shares”the "DVA Warrant"). The Company and DVA Shareholders are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the Company Common Stock (“Other Issuance”) to certain Securities Act, including Regulation D, and/or upon such other persons (“Other Persons”) as set forth in Exhibit B in exchange for, among other things, exemption from the forgiveness registration requirements of the total debt Securities Act as may be available with respect to date owed by the Company to Danzig Ltd (which is an affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) in the approximate amount of $20,522. After the Exchange, Other Issuance and other transactions set forth herein have been completed, the SNO shareholders will own at least 22,285,000 and up to 22,500,000 restricted shares of Company Common Stock any or ap pro x im ate ly 89% all of the total outstanding shares of Com pany Com m on Stock. Upon completion of the issuance of at least 22,285,000 and up investments to 22,500,000 shares of the Com pany Com m on Stock to the SNO Shareholders and 2,500,000 shares of Company Common Stock to the Other Persons, there will be a total of at least 25,172,000 and up to 25,387,000 shares of the Company Common Stock outstanding and 1,000,000 shares of the Company ’s Series E Preferred Stock outstanding. No other securities of the Company will be outstanding. The Exchange Shares are hereinafter referred to as the “Exchange Consideration” or the “Securities”. At the Closing, the SNO Shareholders shall, on surrender of their certificates representing their SNO shares to the Company or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing their ownership of the Exchange Sharesmade hereunder.

Share Exchange. Section 3.01 The Exchange and Other Issuance. a. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.02herein), the SNO Shareholders listed in Composite Exhibit A, representing an aggregate of at least 21,285,000 and up to 21,500,000 shares of SNO’s Class A Common Stock (“SNO Class A Common Stock”) and 1,000,000 shares of SNO’s Class B Common Stock (“SNO Class B Common Stock”; together with “SNO Class A Common Stock”, referred to herein as “SNO Common Stock”) (collectively, representing at least 99% and up to 100% of SNO’s issued and outstanding common stock), upon their agreement, shall sell, assign, transfer Equity Holders shall: i. execute and deliver to ARCS an amendment to the CompanyArticles of Organization of APS, free and clear of all lienssuitable for recording in the Alabama Probate Court, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, which shall transfer all of the membership interests in APS to ARCS; and ii. deliver to ARCS certificates for all of the outstanding shares of SNO held MFR not owned by them APS, duly endorsed for transfer to APS. b. On the Closing Date, ARCS shall issue to the Equity Holders a total of eight million eight hundred thousand (8,800,000) shares of ARCS common stock. The shares will be allocated among the Equity Holders as set forth on Composite Exhibit A; Schedule 2(a) hereto. ARCS warrants that the objective of such purchase common stock, when so issued, will be duly authorized, fully paid and non-assessable. c. On the Closing Date, ARCS shall deliver a 12 month note in the form annexed hereto as Appendix A (the “ExchangeNotes”) being the acquisition by the Company of at least 99% and up to 100% each of the issued and outstanding shares Equity Holders specified as the recipient of SNO Class A Common Stock and 100% a Note, said Notes to have an aggregate principal amount of Five Hundred Thousand Dollars ($500,000). The Notes will be allocated among the issued and outstanding shares of SNO Class B Common Stock. In exchange for the transfer of such securities by the SNO Shareholders Equity Holders as set forth on Composite Exhibit ASchedule 2(a) hereto. In the event that ARCS has a capital raise equal to or greater than four million dollars ($4,000,000.00), the Company Notes will be paid in full at the time of the capital raise. d. On the Closing Date, the APS Equity Holders shall deliver a duly executed and properly filed IRS Form 8832 evidencing the fact that they have elected to each such SNO Shareholder one (1) share (be taxed as a Corporation rather than a partnership prior to the “Exchange Shares”) of the Company’s common stock (“Company Common Stock”) for each share of their SNO Common Stock (an aggregate of at least 22,285,000 Closing Date and up to 22,500,000 shares of the Company Common Stock)all periods thereafter. SimultaneouslyMoreover, the Company shall issue an aggregate of 2,500,000 shares (“Other Issued Shares”) of the Company Common Stock (“Other Issuance”) to certain other persons (“Other Persons”) as set forth in Exhibit B in exchange for, among other things, the forgiveness of the total debt to date owed by the Company to Danzig Ltd (which is an affiliate of ▇K▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall deliver his personal note (the “APS Note”) to APS in the approximate amount of an amount, not to exceed $20,522. After the Exchange4 million, Other Issuance which shall be sufficient to cause him and other transactions set forth herein his spouse to have been completed, the SNO shareholders will own tax basis in his Equity Interest in APS which is at least 22,285,000 and up equal to 22,500,000 restricted shares the adjusted tax basis of Company Common Stock or ap pro x im ate ly 89% all of the total outstanding shares value of Com pany Com m on Stock. Upon completion all the tangible assets of APS following the execution and delivery of the issuance APS Note to APS. The APS Note shall be dated as of even date with the executed and filed Form 8832. The APS Note shall bear interest at least 22,285,000 and up to 22,500,000 shares 3.5% per annum, payable quarterly, with two percent of the Com pany Com m principal payable every three years and the balance payable on Stock to the SNO Shareholders and 2,500,000 shares of Company Common Stock to the Other Persons, there will be a total of at least 25,172,000 and up to 25,387,000 shares fifteenth anniversary of the Company Common Stock outstanding and 1,000,000 shares date of the Company ’s Series E Preferred Stock outstanding. No other securities of the Company will be outstanding. The Exchange Shares are hereinafter referred to as the “Exchange Consideration” or the “Securities”. At the Closing, the SNO Shareholders shall, on surrender of their certificates representing their SNO shares to the Company or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing their ownership of the Exchange Sharesissuance.

Share Exchange. Section 3.01 The Exchange 3.1 Following the satisfaction of the Condition, the Founder Group and Other Issuance. On Bidco shall take or procure to be taken the terms and subject to the conditions set forth in this Agreement, following actions on the Closing Date date on which the Condition is satisfied (or such other time as defined in Section 3.02the parties may agree), the SNO Shareholders listed in Composite Exhibit A, representing an aggregate of at least 21,285,000 and up which shall be deemed to 21,500,000 shares of SNO’s Class A Common Stock take place simultaneously: (“SNO Class A Common Stock”a) and 1,000,000 shares of SNO’s Class B Common Stock (“SNO Class B Common Stock”; together with “SNO Class A Common Stock”, referred to herein as “SNO Common Stock”) (collectively, representing at least 99% and up to 100% of SNO’s issued and outstanding common stock), upon their agreement, shall sell, assign, transfer and deliver to the Company, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all each member of the shares of SNO held by them as set forth on Composite Exhibit A; the objective of such purchase (the “Exchange”) being the acquisition by the Company of at least 99% and up to 100% of the issued and outstanding shares of SNO Class A Common Stock and 100% of the issued and outstanding shares of SNO Class B Common Stock. In exchange for Founder Group shall transfer or procure the transfer of such securities the Target Shares with full title guarantee and free from Encumbrances to Bidco, and Bidco shall acquire the Target Shares; (b) in satisfaction of clause 3.1(a), each member of the Founder Group shall (at its option) in respect of the Target Shares either: (i) procure the Target Shares held in uncertificated form are transferred to a CREST account to be nominated in writing by Bidco; or (ii) procure the SNO Shareholders as set forth on Composite Exhibit A, execution of stock transfer forms in relation to the Company Target Shares which are held in certificated form in favour of Bidco and shall deliver the same to Bidco together with the share certificates relating to such shares (or an express indemnity in the case of any lost certificate) and an irrevocable power of attorney (in such form as Bidco may reasonably require) in favour of Bidco to enable Bidco (pending registration of the relevant transfers) to exercise all voting and other rights attaching to the Target Shares and to appoint proxies for this purpose; (c) Bidco shall, in consideration of the share transfer referred to in clauses 3.1(a) and 3.1(b) above, issue to each member of the Founder Group (or such SNO Shareholder one (1) share Affiliate of each member of the Founder Group as the relevant member of the Founder Group may nominate in writing to Bidco (the “Exchange Shares”"Founder Group Entity") provided that the Founder Group Entity executes a deed of adherence to this agreement in a form reasonably satisfactory to Bidco) such number of Loan Notes set out opposite the respective Founder Group member's name in column 3 of schedule one, together with all rights attached or accruing to them; and (d) Bidco shall provide the Founder Members with the relevant CREST account details in respect of clause 3.1(b)(i) and the address for delivery in respect of clause 3.1(b)(ii) no later than 3 Business Days prior to the satisfaction of the Company’s common stock Condition. (“Company Common Stock”e) for each share Bidco agrees to bear and pay the cost of their SNO Common Stock all stamp duty, stamp duty reserve tax and any similar transfer taxes (an aggregate including any penalties, charges and interest relating to any of at least 22,285,000 and up to 22,500,000 shares them) payable on or as a result of the Company Common Stock). Simultaneously, the Company shall issue an aggregate execution of 2,500,000 shares (“Other Issued Shares”) this Agreement or arising as a result of the Company Common Stock (“Other Issuance”) to certain other persons (“Other Persons”) as set forth in Exhibit B in exchange for, among other things, the forgiveness transfer of the total debt Target Shares pursuant to date owed by the Company to Danzig Ltd (which is an affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) or in the approximate amount of $20,522. After the Exchange, Other Issuance and other transactions set forth herein have been completed, the SNO shareholders will own at least 22,285,000 and up to 22,500,000 restricted shares of Company Common Stock or ap pro x im ate ly 89% of the total outstanding shares of Com pany Com m on Stock. Upon completion of the issuance of at least 22,285,000 and up to 22,500,000 shares of the Com pany Com m on Stock to the SNO Shareholders and 2,500,000 shares of Company Common Stock to the Other Persons, there will be a total of at least 25,172,000 and up to 25,387,000 shares of the Company Common Stock outstanding and 1,000,000 shares of the Company ’s Series E Preferred Stock outstanding. No other securities of the Company will be outstanding. The Exchange Shares are hereinafter referred to as the “Exchange Consideration” or the “Securities”. At the Closing, the SNO Shareholders shall, on surrender of their certificates representing their SNO shares to the Company or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing their ownership of the Exchange Sharesaccordance with this Agreement.

Share Exchange. Section 3.01 The Exchange and Other Issuance. On the terms and subject (a) Subject to the conditions provisions of Section 3.1(d) hereafter, the Consideration, consisting of the total purchase price payable to the Stockholders in connection with the Agreement and Plan of Reorganization with EWN, shall be delivered and shall consist exclusively of newly issued shares of Common Stock, $.001 par value per share, of ESTREAM (the "Shares") and shall be 8,275,080 shares issued and exchanged on the basis of (.825) shares of estream, Inc. common shares for each common share of estream Wireless Networks Inc with fractional shares being rounded up to the next whole share. Agreement and Plan of Reorganization (b) The Consideration shall be allocated among the Stockholders in the proportion of their share ownership of the outstanding shares of EWN Common Stock at the Closing as set forth in this Agreement, on the Schedule of Exceptions. It is intended that the delivery of the Consideration shall qualify as a tax-free exchange under the Code. (c) The Shares to be delivered at the Closing Date (as defined in Section 3.02), the SNO Shareholders listed in Composite Exhibit A, representing an aggregate of at least 21,285,000 shall be fully paid and up to 21,500,000 shares of SNO’s Class A Common Stock (“SNO Class A Common Stock”) non-assessable and 1,000,000 shares of SNO’s Class B Common Stock (“SNO Class B Common Stock”; together with “SNO Class A Common Stock”, referred to herein as “SNO Common Stock”) (collectively, representing at least 99% and up to 100% of SNO’s issued and outstanding common stock), upon their agreement, shall sell, assign, transfer and deliver to the Company, be free and clear of all liens, pledgeslevies and encumbrances except that such shares shall be "restricted securities" pursuant to Rule 144, encumbrancespromulgated under the Securities Act of 1933, charges, restrictions or known claims as amended (the "1933 Act"). (d) ESRTEAM shall deliver certificates evidencing the Shares to the Stockholders upon the surrender and delivery to ESTREAM of any kind, nature, or description, certificates representing all of the shares of SNO held by them as set forth on Composite Exhibit A; the objective of such purchase (the “Exchange”) being the acquisition by the Company of at least 99% and up to 100% of the stockholder's issued and outstanding shares of SNO Class A Common Stock and 100% of the issued and outstanding shares of SNO Class B EWN Common Stock. In exchange for ; and the transfer execution of such securities this Agreement by the SNO Shareholders as set forth on Composite Exhibit A, the Company shall deliver Stockholders with respect to each such SNO Shareholder one (1) share (the “Exchange Shares”) of the Company’s common stock (“Company Common Stock”) for each share of their SNO Common Stock (an aggregate of at least 22,285,000 and up to 22,500,000 shares of the Company Common Stock). Simultaneously, the Company shall issue an aggregate of 2,500,000 shares (“Other Issued Shares”) of the Company Common Stock (“Other Issuance”) to certain other persons (“Other Persons”) investment intent as set forth in Exhibit B Section 3.2. (e) In the event that any one or more Stockholders have not complied with the terms identified in exchange forSection 3.2 within six months following the Effective Date (a "Non-Complying Stockholder"), among other thingsestream, Inc. reserves the forgiveness right in its sole discretion at any time thereafter to cancel the Merger Consideration allocable to such Non-Complying Stockholder without notice, by payment to such Non-Complying Stockholder of the total debt to date owed by the Company to Danzig Ltd (which is an affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) in the approximate cash amount of $20,522. After the Exchange, Other Issuance and other transactions set forth herein such Non-Complying Stockholder would have been completed, the SNO shareholders will own at least 22,285,000 and up to 22,500,000 restricted shares of Company Common Stock or ap pro x im ate ly 89% of the total outstanding shares of Com pany Com m on Stock. Upon completion of the issuance of at least 22,285,000 and up to 22,500,000 shares of the Com pany Com m on Stock to the SNO Shareholders and 2,500,000 shares of Company Common Stock to the Other Persons, there will be a total of at least 25,172,000 and up to 25,387,000 shares of the Company Common Stock outstanding and 1,000,000 shares of the Company ’s Series E Preferred Stock outstanding. No other securities of the Company will be outstanding. The Exchange Shares are hereinafter referred to as the “Exchange Consideration” or the “Securities”. At the Closing, the SNO Shareholders shall, on surrender of their certificates representing their SNO shares to the Company or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing their ownership had he exercised his right of the Exchange Sharesdissent to this Agreement under Nevada law.