Common use of Contribution and Exchange Clause in Contracts

Contribution and Exchange. (a) At the closing of the transactions contemplated by this Section 1(a) (the “Contribution Closing”), and subject to the terms and conditions of this Agreement, the Rollover Investor shall contribute to TopCo the Rollover Shares. Such contribution of Rollover Shares shall be free and clear of all Liens (other than restrictions on transfer arising under any securities Laws), and in exchange therefor, TopCo shall issue to the Rollover Investor that number of TopCo Units equal to (1) the Rollover Amount divided by (2) the price per Class A-1 Unit of TopCo at the time of the consummation of the transactions contemplated by the Merger Agreement). (b) The contribution of Rollover Shares in exchange for the TopCo Units pursuant to Section 1(a) (the “Contribution”) is intended to be treated as a contribution to a partnership in exchange for partnership interests described in Section 721 of the Internal Revenue Code of 1986, as amended. The parties hereto shall not take any position inconsistent with such Tax treatment (whether in audits, Tax proceedings, Tax Returns, or otherwise) unless otherwise required by applicable Law. (c) The Rollover Investor hereby acknowledges and agrees that, in accordance with the terms of this Agreement, the Rollover Shares, along with all rights and interests therein, shall belong to TopCo. The Rollover Investor hereby authorizes TopCo to instruct the Paying Agent to withhold any Transaction Consideration payment such Rollover Investor would have otherwise been entitled to in respect of the Rollover Shares on the Closing Date had such Rollover Investor not contributed its Rollover Shares to TopCo. The Rollover Investor hereby acknowledges and agrees that the Rollover Investor will not receive any cash payment for the Rollover Shares under the Merger Agreement.

Contribution and Exchange. Effective at the Contribution and Exchange Closing, subject only to the satisfaction (aor valid waiver by the parties entitled to the benefit thereof) At the closing of the transactions contemplated conditions set forth in Section 5, automatically and without any further action by this Section 1(a) (the “Contribution Closing”)parties hereto, and subject to in accordance with the terms and conditions of this Agreementhereof: (i) Rollover Stockholder hereby unconditionally, the Rollover Investor shall contribute completely and irrevocably contributes, assigns, transfers, conveys and delivers to TopCo the Rollover Shares. Such contribution of Rollover Shares shall be , free and clear of any and all Liens, except Liens (other than restrictions on transfer arising under any applicable securities Laws)laws, and (ii) in exchange therefor, TopCo shall issue to Rollover Stockholder the TopCo Units, free and clear of any and all Liens, except Liens under applicable securities laws; provided, that at least five (5) Business Days prior to Closing of the Merger, Rollover Stockholder may provide written notice to TopCo (a “Subscription Election”) to elect to reduce the number of Rollover Shares by a number of shares equal to up to [●]% of the Rollover Investor that Amount (the “Reduction Amount”) and instead subscribe at the Closing (the “Subscription”) for and purchase a number of TopCo Units equal (”Subscribed Units”) for a purchase price payable to (1and paid to) the Rollover Amount divided by (2) the price per Class A-1 Unit of TopCo at the time Closing equal to the Reduction Amount. At the Closing, to the extent a valid Subscription Election is made, Rollover Stockholder shall deliver to TopCo, by wire transfer of immediately available funds to an account designated by TopCo, an amount equal to the consummation Reduction Amount. For the elimination of doubt, the transactions contemplated number of TopCo Units issued to Rollover Stockholder will be decreased by the Merger Agreement)number of Subscribed Units issued to Rollover Stockholder. (b) The contribution At the Contribution and Exchange Closing, Rollover Stockholder shall deliver to TopCo signed instruments of assignment and conveyance documents as are reasonably necessary to transfer to TopCo all of Rollover Stockholder’s right, title and interest in and to the Rollover Shares in exchange for (including, if the TopCo Units pursuant Rollover Shares are certificated, the delivery of certificates evidencing the applicable number of shares of Company Common Stock owned, beneficially and of record, by Rollover Stockholder, duly endorsed to Section 1(a) (the “Contribution”) is intended to be treated as a contribution to a partnership in exchange for partnership interests described in Section 721 of the Internal Revenue Code of 1986, as amended. The parties hereto shall not take any position inconsistent with such Tax treatment (whether in audits, Tax proceedings, Tax Returns, or otherwise) unless otherwise required by applicable LawTopCo). (c) The Rollover Investor hereby acknowledges and agrees that, in accordance with Notwithstanding anything provided under the terms of this Agreement, the Contribution and Exchange and the TopCo Units and Subscribed Units (if any) issued to Rollover SharesStockholder shall, along with in each case, be subject in all rights respects to the terms and interests therein, shall belong to TopCo. The Rollover Investor hereby authorizes TopCo to instruct conditions set forth in Exhibit B hereto upon the Paying Agent to withhold any Transaction Consideration payment such Rollover Investor would have otherwise been entitled to in respect effectiveness of the Rollover Shares on the Contribution and Exchange Closing, Closing Date had such Rollover Investor not contributed its Rollover Shares to TopCo. The Rollover Investor hereby acknowledges and agrees that the Rollover Investor will not receive any cash payment for the Rollover Shares under of the Merger AgreementAgreement and, if applicable, receipt by TopCo or its designee of the Reduction Amount.

Contribution and Exchange. (a) At the closing of the transactions contemplated by this Section 1(a) (the “Contribution Closing”), and subject Immediately prior to the terms and conditions of this Agreement, Effective Time on the Closing Date: (i) each Exchange Rollover Investor shall contribute contribute, transfer and assign (or cause to TopCo be contributed, transferred and assigned) to the Rollover Partnership the Exchanged Shares. Such contribution of Rollover Shares shall be , free and clear of all Liens mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind (other than restrictions on transfer arising those under any applicable securities Lawslaws), and in exchange therefor, TopCo the Partnership shall issue to the such Exchange Rollover Investor that a number of TopCo the Partnership’s Class A Units determined to have an aggregate value equal to (1) the Rollover Amount divided Exchange Purchase Price, it being understood and agreed that the aggregate value of such Class A Units will be determined by (2) reference to the price per Class A-1 A Unit of TopCo paid by the Golden Gate Investors at the time Closing. As a consequence of the consummation foregoing exchange, Capital Contributions in an aggregate amount equal to the Exchange Purchase Price shall be deemed to have been made by each Exchange Rollover Investor with respect to the Class A Units being issued to such Exchange Rollover Investor. Each Exchange Rollover Investor is simultaneously with its execution and delivery of this Agreement, delivering (or causing to be delivered) to the Partnership (i) the stock certificate(s) representing the Exchanged Shares, duly endorsed in blank for transfer or a duly executed assignment separate from certificate in lieu thereof and (ii) an executed counterpart signature page to the LP Agreement agreeing to be bound in full to the LP Agreement and all rights and obligations appurtenant thereto and to make all representations and warranties set forth therein on the part of a limited partner thereunder. Concurrently with the execution of this Agreement, if such Exchange Rollover Investor is lawfully married, such Exchange Rollover Investor’s spouse shall execute the consent in the form of Exhibit A attached hereto; and/or (ii) each Cash Rollover Investor shall purchase from the Partnership, and the Partnership will sell to such Cash Rollover Investor, a number of the Partnership’s Class A Units determined to have an aggregate value equal to the Cash Purchase Price, it being understood and agreed that the aggregate value of such Class A Units will be determined by reference to the price per Class A Unit paid by the Golden Gate Investors at the Closing. As a consequence of the foregoing purchase and sale, Capital Contributions in an aggregate amount equal to the Cash Purchase Price shall be deemed to have been made by each Cash Rollover Investor with respect to the Class A Units being issued to such Cash Rollover Investor. Each Cash Rollover Investor will deliver to the Partnership (i) as payment for such Rollover Securities, a cashier’s or certified check or wire transfer of immediately available funds in an aggregate amount equal to the Cash Purchase Price and (ii) an executed counterpart signature page to the LP Agreement agreeing to be bound in full to the LP Agreement and all rights and obligations appurtenant thereto and to make all representations and warranties set forth therein on the part of a limited partner thereunder; provided that such Cash Rollover Investor irrevocably authorizes each of Buyer, the Company, the Stockholder Representative and any paying agent appointed by the Stockholder Representative for purposes of the Merger Agreement to reduce any portion of the Closing Date Merger Consideration otherwise payable to such Cash Rollover Investor in connection with the Merger in an aggregate amount equal to the Cash Purchase Price. Concurrently with the execution of this Agreement, if such Cash Rollover Investor is lawfully married, such Cash Rollover Investor’s spouse shall execute the consent in the form of Exhibit A attached hereto. (b) Notwithstanding each Exchange Rollover Investor’s prior execution and delivery of a Letter of Transmittal which contemplated such Exchange Rollover Investor’s surrender of his or her Exchanged Shares, such Exchange Rollover Investor is, pursuant to this Agreement, contributing each of his or her Exchanged Shares to the Partnership on the date hereof and prior to the Closing in exchange for a Rollover Security hereunder and each Exchange Rollover Investor understands, acknowledges and agrees, for the benefit of the Partnership, Buyer, Merger Sub, the Company, the Stockholder Representative and any paying agent appointed by the Stockholder Representative as express third party beneficiaries of this Section 1(b), that his or her allocable portion of the Closing Date Merger Consideration will be determined and calculated by first subtracting an amount with respect to each Rollover Investor equal to the sum of the Exchange Purchase Price plus the Cash Purchase Price applicable to such Rollover Investor. (c) As an inducement to the Partnership to issue the Rollover Securities to the Rollover Investors, and as a condition thereto, each Rollover Investor acknowledges and agrees that neither the issuance of the Rollover Securities in exchange for the Exchanged Shares and/or the Cash Purchase Price, as the case may be, nor any provision contained in this Agreement shall entitle such person to remain in the employment of the Partnership, the Company or their respective Subsidiaries or affect the right of the Partnership, the Company or their respective Subsidiaries to terminate such person’s employment at any time for any reason. As an inducement to the Partnership to issue the Rollover Securities to the Rollover Investors, and as a condition thereto, each Rollover Investor acknowledges and agrees that, notwithstanding anything herein to the contrary, the Partnership, in its discretion, may elect to delete, withhold or redact the name and contact information of any or all other Rollover Investors (including on Schedule I attached hereto) from such Rollover Investor, such that the only information available (including the information on Schedule I attached hereto) to a Rollover Investor is the information regarding such Rollover Investor. (d) As used in this Agreement, “finally determined” shall mean determined by the General Partner on the basis of a final accounting of the transactions contemplated by the Merger Agreement), following final payment of any and all costs, indemnities, expenses and/or similar amounts contemplated thereby. For the avoidance of doubt, each Exchange Rollover Investor shall retain his or her right to receive any aggregate amounts in excess of the Exchange Purchase Price that he or she would have been entitled to receive in connection with the transactions contemplated by the Merger Agreement on account of the Exchanged Shares had such Exchanged Shares not been contributed to the Partnership pursuant hereto, including the Per Share Closing Adjustment Merger Consideration and the Per Share Stockholder Representative ▇▇▇▇▇▇ Merger Consideration attributable thereto. Likewise, if the Stockholders are required to indemnify, pay or otherwise satisfy or bear any obligations or liabilities in connection with the transactions contemplated by the Merger Agreement, then each Exchange Rollover Investor shall be required to so indemnify, pay or otherwise satisfy such obligations or liabilities on the basis that no Exchanged Shares were contributed to the Partnership pursuant hereto. The parties hereto acknowledge and agree that the purpose of this Section 1(d) is to ensure that each Exchange Rollover Investor (and each other Seller) shall be treated economically for all purposes as though no Exchanged Shares were contributed to the Partnership pursuant hereto and that instead an amount equal to the Exchange Purchase Price was contributed in cash by each Exchange Rollover Investor with each such Exchange Rollover Investor continuing to hold all shares of Common Stock that he or she owned immediately prior to giving effect to the transactions contemplated by this Agreement. (be) The contribution Without limiting the above Section 1(d), if it is finally determined by the General Partner that the aggregate value of any Exchange Rollover Investor’s Exchanged Shares in exchange for is less than the TopCo Exchange Purchase Price set forth opposite such Exchange Rollover Investor’s name on Schedule I attached hereto, the General Partner shall be authorized to adjust the number of the Partnership’s Class A Units pursuant issued to such Exchange Rollover Investor to accurately reflect the aggregate value of his or her Exchanged Shares, it being understood and agreed that the aggregate value of such Class A Units will be determined by reference to the price per Class A Unit paid by the Golden Gate Investors at the Closing. (f) Within thirty (30) days after the date hereof, each Rollover Investor shall make an effective election with the Internal Revenue Service under Section 1(a83(b) (the “Contribution”) is intended to be treated as a contribution to a partnership in exchange for partnership interests described in Section 721 of the Internal Revenue Code and the regulations promulgated thereunder in the form of 1986, as amended. The parties hereto shall not take any position inconsistent with such Tax treatment (whether in audits, Tax proceedings, Tax Returns, or otherwise) unless otherwise required by applicable LawExhibit B attached hereto. (c) The Rollover Investor hereby acknowledges and agrees that, in accordance with the terms of this Agreement, the Rollover Shares, along with all rights and interests therein, shall belong to TopCo. The Rollover Investor hereby authorizes TopCo to instruct the Paying Agent to withhold any Transaction Consideration payment such Rollover Investor would have otherwise been entitled to in respect of the Rollover Shares on the Closing Date had such Rollover Investor not contributed its Rollover Shares to TopCo. The Rollover Investor hereby acknowledges and agrees that the Rollover Investor will not receive any cash payment for the Rollover Shares under the Merger Agreement.