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

Jesse A.

Jesse A.

General practice attorney with experience in civil litigation, family law, criminal law, estate planning, business formation, real estate and business transactions.

Morgan S.

Morgan S.

Corporate Attorney that represents startups, businesses, investors, VC/PE doing business throughout the country. Representing in a range of matters from formation to regulatory compliance to financings to exit. Have a practice that represents both domestic and foreign startups, businesses, and entrepreneurs. Along with VC, Private Equity, and investors.

Diamond R.

Diamond R.

July 29, 2023 My name is Diamond Simpson Roberts, ESQ, MSPH and I am convinced that I can be a value added asset to most any company. As the first in my family to graduate a four-year university, I graduated from Wayne State University Law School in 2000 but could not afford a bar prep course upon completion. After over 20 years, I sat for the July 2022 UBE, successfully passed and am currently licensed in three states! This is an example of my self-motivation, internal drive and passion. I offer over 28 years of diverse experience in healthcare, strategy, sales/marketing, legal/policy and business savvy. I have many years building, leveraging, and sustaining long term relations to drive revenue as an entrepreneur and for corporations. My analytical strengths provide me with an innate ability to think through tough situations/topics while viewing both vantage points (which is excellent for law and life). I have been appointed to serve on numerous committees due to my heightened ability to identify client issues and priorities and provide solutions based upon relevant products, services and needs. I have led teams with and without authority; specifically, I have managed teams for an Adult Foster Care Facility called Etonne Cares, during my post-graduate fellowship with the largest Catholic Healthcare System in the U.S. and during my two-year executive order appointment with the Federal Government (Presidential Management Fellowship). Most importantly, I am a collaborative team player who knows how to improvise, overcome and adapt! I offer numerous years of being a pharmaceutical trainer and being an adjunct using the online platform. I welcome the opportunity to continue in the interview so that I may further highlight the skills I can (and will) contribute to my success in the role. Respectfully, Diamond Simpson Roberts, ESQ, MSPH DQSSIMPSON@GMAIL.COM M: 313-942-6747

Esra A.

Esra A.

I worked at immigration law firms before and recently started my own law firm. My experience includes investor visas, family immigration (spouse, parents, children), change of status, and citizenship applications.

Benjamin M.

Benjamin M.

To begin his legal career, Ben was a legal fellow with Georgia Lawyers for the Arts. Ben also assisted Michigan State University in protecting its registered intellectual property as lead intellectual property (IP) intern for Michigan State University's Center for Anti-Counterfeiting and Product Protection (A-CAPP Center). During this time, Ben organized and moderated a panel discussion with U.S. Customs and Border Patrol agents for A-CAPP's annual Brand Protection Strategy Summit. Ben was selected to join a team of law student interns in Lovran, Primorje-Gorski Kotar, Croatia, to handle matters involving cybercrime, international copyright, the Uniform Domain-Name Dispute-Resolution Policy and the General Data Protection Regulation. Before studying law, Ben worked for Core Security and Meridian Link as a software QA engineer. As a member of Million Dollar Minds Entertainment (Est. 2006) Ben produced countless commercial music recordings, engineered hundreds of songs, and served as executive producer seven studio albums. Ben enjoys spending time with his wife and two daughters. He is an alumnus of The South Carolina State University and Michigan State University College of Law.

Joeie S.

Joeie S.

Attorney Skelly is a midwestern transplant from Iowa. She has been in Florida for the past 11 years. She went to undergrad at Buena Vista University, which is a small liberal arts college in Storm Lake, Iowa. After graduating with her Bachelor's degree in criminal justice, she went on to obtain her Master's degree in criminal justice from Kaplan university, which is now Purdue Global. While attending school full time for her Master’s degree, Attorney Skelly worked full time in social services helping children and their families who were involved in the dependency system. Attorney Skelly has a professional background in child welfare and social services having worked for 18 years in the field. Attorney Skelly always had a lifelong dream of becoming a lawyer and decided to fulfill her goal in May of 2019 by starting law school at Western Michigan University Thomas M. Cooley Law School at their Riverview campus. She did their accelerated program and completed law school in just over two years and graduated magna cum laude with honors. Attorney Skelly also received certificate of merit awards, which means attaining the highest grade in the class in secured transactions, research and writing, and family violence practice. While in law school Attorney Skelly was a teaching assistant to two tenured professors as well as a note taker for those students who had accommodations. She was also awarded the Alumni Association’s Distinguished Student Award. In her legal career, Attorney Skelly started out at the State Attorney’s Office in Fort Myers, FL. She helped prosecute several cases and personally worked as second chair on 9 jury trials and one bench trial. Once Attorney Skelly passed the bar, she worked for a family law firm under a board certified marital and family law practitioner where she gained tremendous knowledge in the area of family law which includes divorce, paternity, child custody/parenting plans, alimony and child support as well as domestic relations issues such as domestic violence injunctions. Attorney Skelly is also certified as a Guardian ad Litem and can serve as a Guardian ad Litem in family court cases. Attorney Skelly is a proud member of the Florida Bar, the Lee County Bar Association, and the American Bar Association.