Common use of Surrender and Exchange of Certificates Clause in Contracts

Surrender and Exchange of Certificates. (a) At the Closing, the Company shall deliver to its transfer agent the Transfer Agent Instruction Letter to the Subject Company’s counsel, who shall act as exchange agent for the benefit of the Shareholders (the “Exchange Agent”), (i) certificates representing the appropriate number of Exchange Shares as set forth in Column III of Annex I hereto, in exchange for all outstanding Subject Company Equity Interests. The Exchange Shares evidenced by the certificates shall be registered in the names of the 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 Subject Company Equity Interests that were outstanding immediately prior to the Closing (or an affidavit and indemnification in form reasonably acceptable to counsel for the Company stating that such Shareholder has lost their certificate or certificates or that such have been destroyed), the Company shall issue to the record holder of the Subject Company Equity Interests so surrendering such certificate or certificates, a certificate or certificates registered in the name of such Shareholder representing the number of Exchange Shares that such 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 2.3(b) hereof, each certificate or affidavit that immediately prior to the Closing represented any outstanding Subject Company Equity Interests shall be deemed at and after the Closing to represent only the right to receive upon surrender as aforesaid the Exchange Shares specified in Column III of Annex I hereto for the holder thereof.

Surrender and Exchange of Certificates. (a) At the Closing, the Company Pubco shall deliver to its transfer agent the Transfer Agent Instruction Letter a letter of instruction to the Subject Companyprepare and deliver to BBC’s counsel, who shall act as exchange agent for the benefit of the BBC Shareholders (the “Exchange Agent”), (i) a certificate or certificates representing the appropriate number of Exchange Shares shares of Pubco Common Stock as set forth in Column III of Annex I hereto, in exchange for all outstanding Subject Company BBC Equity Interests. The Exchange Pubco Shares evidenced by the certificates shall be registered in the names 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 Subject Company BBC Equity Interests that were outstanding immediately prior to the Closing (or an affidavit and indemnification in form reasonably acceptable to counsel for the Company Pubco stating that such Shareholder BBC Shareholders has lost their certificate or certificates or that such have been destroyed), the Company Pubco shall issue to the record holder of the Subject Company BBC Equity Interests so surrendering such certificate or certificates, a certificate or certificates registered in the name of such Shareholder BBC Shareholders representing the number of Exchange Shares shares of Pubco Common Stock that such Shareholder 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 2.3(b1.3(b) hereof, each certificate or affidavit that immediately prior to the Closing represented any outstanding Subject Company BBC Equity Interests shall be deemed at and after the Closing to represent only the right to receive upon surrender as aforesaid the Exchange Shares Pubco Common Stock specified in Column III Ill of Annex I hereto for the holder thereof.

Surrender and Exchange of Certificates. (a) At the Closing, the Company Pubco shall deliver to its transfer agent the Transfer Agent Instruction Letter a letter of instruction to the Subject Companyprepare and deliver to Tonix’s counsel, who shall act as exchange agent for the benefit of the Tonix Shareholders (the “Exchange Agent”), (i) certificates representing the appropriate number of Exchange Shares shares of Pubco Common Stock as set forth in Column III of Annex I hereto, in exchange for all outstanding Subject Company Tonix Equity Interests. The Exchange Pubco Shares evidenced by the certificates shall be registered in the names of the 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 Subject Company Tonix Equity Interests that were outstanding immediately prior to the Closing (or an affidavit and indemnification in form reasonably acceptable to counsel for the Company Pubco stating that such Tonix Shareholder has lost their certificate or certificates or that such have been destroyed), the Company Pubco shall issue to the record holder of the Subject Company Tonix Equity Interests so surrendering such certificate or certificates, a certificate or certificates registered in the name of such Tonix Shareholder representing the number of Exchange Shares shares of Pubco Common Stock that such 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 2.3(b1.3(b) hereof, each certificate or affidavit that immediately prior to the Closing represented any outstanding Subject Company Tonix Equity Interests shall be deemed at and after the Closing to represent only the right to receive upon surrender as aforesaid the Exchange Shares Pubco Common Stock specified in Column III of Annex I hereto for the holder thereof.