Surrender Agreement: Definition & Sample

A surrender agreement, sometimes called a surrender and acceptance agreement, or a deed of surrender, is a legal document that temporarily transfers the ownership of property until certain conditions are met. Surrender agreements are most commonly used in real estate to terminate property lease agreements.

When a surrender agreement is used to terminate a property lease, both the landlord and the tenant must agree to execute the surrender agreement and end the tenancy. Surrender agreements can only be used when both parties have upheld their end of the lease contract. If there are any breach of contract issues, executing a surrender agreement would prevent either party from collecting damages resulting in the breach.

Common Sections in Surrender Agreements

Below is a list of common sections included in Surrender Agreements. These sections are linked to the below sample agreement for you to explore.

Surrender Agreement Sample

This SURRENDER AGREEMENT (this “ Agreement ”) dated as of October 5, 2015, by and between Twinlab Consolidated Holdings, Inc., a Nevada corporation (“ Company ”), and Thomas A. Tolworthy (“ Transferor ”).

WHEREAS , the Company and Golisano Holdings LLC (“ GHL ”) are parties to a Securities Purchase Agreement dated October 2, 2015 (the " GHL Purchase Agreement ") pursuant to which the Company shall issue and sell to GHL 88,711,241 shares of the Company’s common stock, par value $.001 per share (the “ Common Stock ”), for a purchase price of $25,000,000;

WHEREAS , the Company and Great Harbor Capital, LLC (“ Great Harbor ”) are parties to a Stock Purchase Agreement (the " Great Harbor Purchase Agreement ") pursuant to which the Company shall issue and sell to Great Harbor 41,379,310 shares of the Common Stock for a purchase price of $12,000,000;

WHEREAS , Transferor is the holder of 108,777,855 shares of Common Stock of which 43,213,825 shares are subject to a Surrender Agreement between the Transferor and the Company, dated September 3, 2014 (the “ Original Surrender Agreement ”);

WHEREAS , it is a condition to the consummation of the transactions contemplated by the GHL Purchase Agreement that immediately prior to the consummation of the transactions contemplated thereby and the transactions contemplated by the Great Harbor Purchase Agreement that the Transferor contributes, transfers, assigns, conveys and delivers to the Company, and the Company accepts and acquires from Transferor, 60,470,957 shares of Common Stock pursuant to the terms of this Agreement; and

WHEREAS , in order to induce GHL to purchase the shares provided for by the GHL Purchase Agreement, the Transferor desires to surrender 60,470,957 shares of Common Stock held by him pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE , in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Surrender of Common Stock .

(a) In consideration of one dollar ($1.00), the receipt and sufficiency of which are hereby acknowledged by Transferor, concurrently with the closing of the transactions contemplated by the GHL Purchase Agreement, Transferor hereby irrevocably agrees to contribute, transfer, assign, convey and deliver 60,470,957 shares of Common Stock (the “ Surrendered Shares ”), free and clear of any mortgage, pledge, lien, encumbrance, charge, security, security interest or other claim against title; it being agreed that of that total (i) 33,906,927 Surrendered Shares shall be surrendered pursuant to the Original Surrender Agreement, (ii) 26,564,030 Surrendered Shares shall be surrendered pursuant solely to this Agreement and not from shares subject to the Original Surrender Agreement, and (iii) 9,306,898 shares held by Transferor shall remain subject to surrender to the Company pursuant to the Original Surrender Agreement. As a result of such surrender and transfer, the parties hereto agree and affirm that Transferor shall have absolutely and irrevocably released any and all of his interests in all of the Surrendered Shares. Concurrently with the execution of this Agreement, the Transferor is delivering to the Company stock certificates which represent the Surrendered Shares and will execute a stock power if requested by the Company.

(b) The Company agrees that the Surrendered Shares shall be used to issue shares of Common Stock to GHL and Great Harbor pursuant to the terms of the GHL Purchase Agreement and the Great Harbor Purchase Agreement, respectively.

2. Acknowledgements, Representations, Warranties and Agreement of Transferor . In connection with the execution of this Agreement and in order to induce GHL and Great Harbor to consummate the transactions described above, Transferor hereby represents, warrants and agrees that Transferor has good and marketable title to the Surrendered Shares, free and clear of any mortgage, pledge, lien, encumbrance, charge, security, security interest or other claim against title, other than general restrictions under federal and state securities laws.

3. Covenant of Transferor . From and after the date of this Agreement, Transferor shall execute and deliver (or cause to be executed and delivered) such further instruments of conveyance and transfer and take such additional action as the Company may reasonably request to effect, consummate, confirm or evidence the contribution to the Company of the Surrendered Shares. Transferor hereby agrees to indemnify and hold harmless the Company from any losses or damage, fees, costs or expenses that may be incurred by the Company due to a breach of this Agreement by Transferor.

(a) Amendment . Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally or by course of dealing, but only by a statement in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

(b) Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand; (b) on the first business day following date sent if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent (if such date is a business day at the recipient’s address, otherwise on the next business day at the recipient’s address) by facsimile or e-mail of a PDF document (with confirmation of receipt by recipient); in each case a party’s refusal or willful avoidance of delivery shall be deemed to constitute delivery. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4(b)):

(c) Parties in Interest . All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, whether so expressed or not. GHL is made an express third party beneficiary of this Agreement and it may not be amended or modified without GHL’s prior written consent.

(d) Headings . The headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

(e) Choice of Law . It is the intention of the parties that the internal laws, and not the laws of conflicts, of the State of New York should govern the enforceability and validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

(f) Counterparts . This Agreement and any amendments hereto may be signed in counterparts and, to the extent signed and delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.

(g) Entire Agreement . This Agreement constitutes the entire agreement between the Company and Transferor with respect to the subject matter hereof and supersedes all prior agreements and understandings related to such subject matter.

[ The Remainder of this Page Intentionally Left Blank ]

IN WITNESS WHEREOF, Transferor and the Company have executed this Agreement as of the date first written above.

[ Signature Page to Subscription and Surrender Agreement ]

Reference:
Security Exchange Commission - Edgar Database, EX-10.95 7 v418643_ex10-95.htm EXHIBIT 10.95, Viewed October 12, 2021, View Source on SEC.

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Meet some of our Surrender Agreement Lawyers

Arohi K.

Arohi K.

I am a Partner at Kashyap Partners (operating in California, New York and New Jersey), along with it's sister firm in India. I have been working as a technology, transactional and data privacy lawyer for 5 years with a specialisation in start-up law.

Nichole M.

Nichole M.

Ms. Melton-Mitchell is a seasoned executive that has obtained a law degree and is practicing law as a second career. She has spent over 25 years in the health care industry and is well versed in health law, contract law, financial law, trusts and estates, M&A and other types of transactional law. She maintains evening and weekend hours to allow clients flexibility in connecting with her around their schedule.

Robert A.

Robert A.

Robert McMillan Arthur is a collaborative attorney and mediator practicing across Wisconsin, with offices in the Metro Milwaukee area and Northeastern Wisconsin. He is a general practitioner, concentrating in Small Business Law, Entertainment Law, Intellectual Property Law, Nonprofit Law, Divorce and Family Law. Robert’s business law practice focuses on the needs of small, closely-held businesses and startups. As a veteran of a family owned business, Robert applies his extensive experience to advise his clients in a broad spectrum of legal issues, including contracts, licensing, trademark, copyright, employment, and business formation. With multidisciplinary qualifications and experiences, Robert chose his career in law to help people caught up in difficult situations in their personal or professional lives. His core principle of law practice is based on empowering and informing clients, advocating for their interests when appropriate, and guiding them in difficult problem solving.

Charles D.

Charles D.

I have practiced civil law for 13 years and have concentrated my practice serving the construction and real estate industries.

Steve H.

Steve H.

Steve has 20+ years of IP and litigation experience, including 10+ years of experience at two of the most prestigious large U.S. law firms, Greenberg Traurig LLP, (AMLAW 10) and Sheppard Mullin LLP (AMLAW 100). Steve has been a licensed U.S. Patent and Trademark Office registered attorney and litigator since 2002. Steve’s extensive experience and interpersonal skills have given him the skills that allow him to provide his clients with the very best quality and service. Steve has successfully represented clients achieve their goals in a variety of IP, patent, trademark and trade secret disputes. He has successfully obtained many hundreds, if not over a thousand, valid and enforceable U.S. and international patents and trademarks applications for his clients over the years. As a result, he has strong, longstanding relationships with many of the Examiners at the USPTO and works with an international team of foreign associates to secure foreign rights and litigate abroad whenever needed. Many of Steve’s clients have been a client of Partners Law Group for 5+ years. More than a few have been clients for 15+ years. Steve prides himself on providing accurate results and efficiency-driven advice on complicated IP, litigation, and real estate matters in a clear and concise way; helping his clients make the best decisions possible when dealing with complex and sensitive legal matters. Steve has successfully negotiated hundreds of complicated licensing and pre-litigation IP, patent, trademark, business, real estate cases and matters for various clients large and small. Steve’s IP practice focuses on all aspects of intellectual property and covers various technical disciplines. He has extensive experience in medical devices, pharmaceuticals, internet or business methods and processes, broadband and 5G technologies, data acquisition, migration, monitoring and protection, piracy, nutritional supplements, sports and nutrition products, herbal products, pharmaceuticals, orthodontics, and surgical procedures and devices, health-related products to computer hardware and software, music, and mobile device applications, hardware and software, business methods, industrial machinery, mechanical devices to other technologies he understands and believes he can help the client achieve his or her goals.