Common use of Contribution and Exchange Clause in Contracts

Contribution and Exchange. (a) On the terms and conditions set forth herein, Investor agrees to subscribe for, and the Company agrees to issue to Investor, the number of Common Shares and Junior Preferred Shares (collectively, the “Contribution Shares”) set forth under the caption “Contribution Shares” in Schedule 1 in exchange for the Contribution by Investor of the number of Rollover Shares set forth in Schedule 1. (b) On the terms and conditions set forth herein, and in connection with Investor’s employment by the Company pursuant to the Employment Agreement, the Company hereby agrees to issue to Investor a number of Exchange Options set forth under the caption “Exchange Options” in Schedule 1 hereto in exchange for the surrender and cancellation of the Rollover Options. The Exchange Options shall be issued pursuant to an Option Agreement substantially in the form attached as Exhibit B hereto (the “Option Agreement”). The Exchange Options shall be fully and immediately exercisable upon issuance. The original exercise price per Junior Preferred Share pursuant to each Exchange Option shall be as set forth under the caption “Exchange Option Exercise Price Per Share” in Schedule 1 and shall be adjusted as provided in the Option Agreement. (c) On the terms and conditions set forth herein, ▇▇▇ agrees to subscribe for, and the Company agrees to issue to GEI (the “GEI Contribution”), (i) 32,000,000 Common Shares (the “GEI Common Shares”) in exchange for the contribution by GEI of $10,000,000, (ii) 49,640 Junior Preferred Shares (the “GEI Junior Preferred Shares”) in exchange for the contribution by ▇▇▇ of $49,640,000 and (iii) 100,360 Senior Preferred Shares (the “GEI Senior Preferred Shares”) in exchange for the contribution by GEI of $100,360,000. For purposes of this Agreement, “GEI Cash” means the aggregate amount of cash contributed by GEI to the Company pursuant to the preceding sentence. Notwithstanding anything in this Agreement to the Contrary, GEI may assign the right to acquire up to an aggregate of 50% of each of the GEI Common Shares, GEI Junior Preferred Shares and GEI Senior Preferred Shares to one or more equity participants who are either Accredited Investors (as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) or Qualified Institutional Buyers (as defined in Rule 144A promulgated under the Securities Act) (collectively the “Equity Participants”); provided, that (A) such Equity Participants shall be reasonably satisfactory to Investor, (B) such Equity Participants will enter into a subscription agreement on substantially the same terms as the GEI Contribution hereunder and (C) no such assignment shall relieve GEI of its obligations under this Section 1.1(c).

Contribution and Exchange. (a) On At the Closing referred to in Section 2 of this Agreement, subject to the terms and conditions set forth herein, Investor in this Agreement: (a) each of the Holders agrees to subscribe forcontribute to Atrium, and the Company Atrium agrees to issue to Investoraccept from such Holder, all of the number outstanding shares of Common FCI Stock, all of the VBS Exchanged Shares and Junior Preferred all of the BNE Exchanged Shares owned by such Holder as set forth opposite such Holder's name on Schedule 1 hereto, in exchange for Atrium Stock in the amounts and of the classes set forth opposite such Holder's name on such Schedule 1 (collectively, the “Contribution "Atrium Exchange Shares”) set forth under the caption “Contribution Shares” in Schedule 1 in exchange for the Contribution by Investor of the number of Rollover Shares set forth in Schedule 1. (b) On the terms and conditions set forth herein"), and in connection with Investor’s employment by the Company pursuant to the Employment Agreement, the Company hereby agrees to issue to Investor a number of Exchange Options set forth under the caption “Exchange Options” in Schedule 1 hereto in exchange for the surrender Atrium and cancellation of the Rollover Options. The Exchange Options shall be issued pursuant to an Option Agreement substantially in the form attached as Exhibit B hereto (the “Option Agreement”). The Exchange Options shall be fully and immediately exercisable upon issuance. The original exercise price per Junior Preferred Share pursuant to each Exchange Option shall be as set forth under the caption “Exchange Option Exercise Price Per Share” in Schedule 1 and shall be adjusted as provided in the Option Agreement. (c) On the terms and conditions set forth herein, ▇▇▇ agrees to subscribe for, and the Company agrees to issue to GEI (the “GEI Contribution”), (i) 32,000,000 Common Shares (the “GEI Common Shares”) in exchange for the contribution by GEI of $10,000,000, (ii) 49,640 Junior Preferred Shares (the “GEI Junior Preferred Shares”) in exchange for the contribution by ▇▇▇ of $49,640,000 and (iii) 100,360 Senior Preferred Shares (the “GEI Senior Preferred Shares”) in exchange for the contribution by GEI of $100,360,000. For purposes of this Agreement, “GEI Cash” means the aggregate amount of cash contributed by GEI to the Company pursuant to the preceding sentence. Notwithstanding anything in this Agreement to the Contrary, GEI may assign the right to acquire up to an aggregate of 50% of each of the GEI Common Shares, GEI Junior Preferred Shares Holders acknowledge and GEI Senior Preferred Shares agree that such exchange of stock is intended to one or more equity participants who are either Accredited Investors (qualify as defined in Rule 501(a) promulgated under an 3 "exchange" within the Securities Act meaning of 1933Section 351 of the Internal Revenue Code of 1986, as amended (the “Securities Act”"Code"); (b) or Qualified Institutional Buyers Heritage agrees to deliver to Atrium the original Variable Amount Common Stock Purchase Warrant No. W-1 of FCI (the "Heritage Warrant"), and upon completion of the Exchange described herein FCI and Heritage shall cancel the Heritage Warrant and Atrium shall issue to Heritage a variable amount common stock purchase warrant for shares of Atrium Stock in the form attached hereto as defined in Rule 144A promulgated under Exhibit A (the Securities Act) (collectively the “Equity Participants”"New Warrant"); providedand (c) the FCI Holders (other than Heritage) shall use their best efforts to procure the delivery to Atrium of the original Stock Option Agreements entered into between FCI and each of the optionees listed on Schedule 2 hereto (the "Original Options"), that and upon completion of the Exchange described herein FCI shall use its best efforts to procure the substitution of each of the Original Options by an option identical in form to such Original Option, except for the substitution of the right to purchase shares of Atrium Stock in the amounts set forth opposite such optionee's name on Schedule 2 hereto for the right to purchase shares of FCI Stock in the Original Options (A) such Equity Participants shall be reasonably satisfactory to Investorsubstitute options, (B) such Equity Participants will enter into a subscription agreement on substantially collectively, the same terms as the GEI Contribution hereunder and (C) no such assignment shall relieve GEI of its obligations under this Section 1.1(c"New Options").

Contribution and Exchange. (a) On the terms and conditions set forth herein, Investor agrees to subscribe for, and the Company agrees to issue to Investor, the number of Common Shares and Junior Preferred Shares (collectively, the “Contribution Shares”) set forth under the caption “Contribution Shares” in Schedule 1 in exchange for the Contribution by Investor of the number of Rollover Shares set forth in Schedule 1. (b) On the terms and conditions set forth herein, and in connection with Investor’s employment by the Company pursuant to the Employment Agreement, the Company hereby agrees to issue to Investor a number of Exchange Options set forth under the caption “Exchange Options” in Schedule 1 hereto in exchange for the surrender and cancellation of the Rollover Options. The Exchange Options shall be issued pursuant to an Option Agreement substantially in the form attached as Exhibit B hereto (the “Option Agreement”). The Exchange Options shall be fully and immediately exercisable upon issuance. The original exercise price per Junior Preferred Share pursuant to each Exchange Option shall be as set forth under the caption “Exchange Option Exercise Price Per Share” in Schedule 1 and shall be adjusted as provided in the Option Agreement. (c) On the terms and conditions set forth herein, ▇▇▇ agrees to subscribe for, and the Company agrees to issue to GEI (the “GEI Contribution”), (i) 32,000,000 Common Shares (the “GEI Common Shares”) in exchange for the contribution by GEI of $10,000,000, (ii) 49,640 57,783 Junior Preferred Shares (the “GEI Junior Preferred Shares”) in exchange for the contribution by ▇▇▇ of $49,640,000 57,783,000 and (iii) 100,360 151,238 Senior Preferred Shares (the “GEI Senior Preferred Shares”) in exchange for the contribution by GEI of $100,360,000151,238,000. For purposes of this Agreement, “GEI Cash” means the aggregate amount of cash contributed by GEI to the Company pursuant to the preceding sentence, as the same may be adjusted below. Notwithstanding anything in this Agreement to the Contrary, GEI may assign the right to acquire up to an aggregate of 50% of each of the GEI Common Shares, GEI Junior Preferred Shares and GEI Senior Preferred Shares to one or more equity participants who are either Accredited Investors (as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) or Qualified Institutional Buyers (as defined in Rule 144A promulgated under the Securities Act) (collectively the “Equity Participants”); provided, that (A) such Equity Participants shall be reasonably satisfactory to Investor, (B) such Equity Participants will enter into a subscription agreement on substantially the same terms as the GEI Contribution hereunder and (C) no such assignment shall relieve GEI of its obligations under this Section 1.1(c). If GEI is required under the Financing Letters (as defined in the Merger Agreement) to invest additional funds in excess of the amounts provided above, then (a) such funds shall be invested in additional Senior Preferred Shares at the same price per share as specified above and (b) Investor shall not be required to make any additional investments in the Company.