Common use of Contributions and Exchanges Clause in Contracts

Contributions and Exchanges. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing and immediately prior to the GA Effective Time, the GALP Partners, other than GA Inc., shall contribute all of the GALP Interests held by them to SSGLP, free and clear of all Encumbrances (other than Encumbrances that the GALP Interests are subject to under applicable securities Laws) in exchange for the portion of the Closing Date Cash Consideration and the Base Unit Consideration allocated to such GALP Partner on the Consideration Allocation Schedule (collectively, the “GALP Contribution and Exchange”), plus an additional number of SSGLP Units or an additional amount of cash (as determined in the sole discretion of Parent) with a value equal to such GALP Partner’s Allocated Share of the Excess Cash Amount, if any, plus any Additional Consideration allocated to such GALP Partner on the Consideration Allocation Schedules. (b) Upon the terms and subject to the conditions of this Agreement, at the Closing and immediately prior to the GBOS Effective Time, the GBOS Members, other than GBOS Inc., shall contribute all of the GBOS Units held by them to SSGLP, free and clear of all Encumbrances (other than Encumbrances that the GBOS Units are subject to under applicable securities Laws), in exchange for the portion of the Closing Date Cash Consideration and the Base Unit Consideration allocated to such GBOS Member on the Consideration Allocation Schedule (collectively, the “GBOS Contribution and Exchange”, and together with the GALP Contribution and Exchange, the “Contribution and Exchange Transactions” ), plus an additional number of SSGLP Units or an additional amount of cash (as determined in the sole discretion of Parent) with a value equal to such GBOS Member’s Allocated Share of the Excess Cash Amount, if any, plus any Additional Consideration allocated to such GBOS Member on the Consideration Allocation Schedules. (c) For the avoidance of doubt, (1) under no circumstance shall SSGLP be required to issue SSGLP Units in excess of the Base Unit Consideration and (2) if Parent elects to issue SSGLP Units in lieu of paying cash with respect to the Excess Cash Amount payable to the GALP Partners or the GBOS Members, the SSGLP Units shall be valued by dividing the amount of the Excess Cash Amount that Parent elects to pay to the GALP Partners or the GBOS Members in SSGLP Units by the Transaction Parent Stock Price (rounded down to the nearest SSGLP Unit).

Contributions and Exchanges. (a) Upon Immediately following the terms and consummation of the Merger, Blocker Seller shall (and, subject only to the conditions consummation of this Agreementthe Closing, at the Closing hereby does) contribute to Holdings all right, title and immediately prior interest in and to a number of Blocker Shares equal to the GA Effective Timeproduct of the Equity Consideration Ratio and the aggregate number of Blocker Shares, free and clear of all Encumbrances, and, in exchange therefor, (i) Holdings shall (and, subject only to the consummation of the Closing, hereby does) issue to Blocker Seller, the GALP Partners, other than GA Inc., shall contribute all of the GALP Interests held by them to SSGLPBlocker Exchange Shares, free and clear of all Encumbrances and (other than Encumbrances that ii) Blocker Seller shall have the GALP Interests are subject right to under be issued the applicable securities Laws) in exchange for the portion of the Closing Date Cash Consideration Earnout Shares when and as required by Section 4.05 as additional consideration for the Base Unit Consideration allocated to such GALP Partner on transactions contemplated by this Section 4.01(a) (and without the Consideration Allocation Schedule (collectively, the “GALP Contribution and Exchange”need for additional consideration from Blocker Seller), plus an additional number of SSGLP Units or an additional amount of cash (as determined in the sole discretion of Parent) with a value equal to such GALP Partner’s Allocated Share of the Excess Cash Amount, if any, plus any Additional Consideration allocated to such GALP Partner on the Consideration Allocation Schedules. (b) Upon the terms and subject to the conditions of this Agreement, at the Closing and immediately prior to the GBOS Effective Time, the GBOS Members, other than GBOS Inc., shall contribute all of the GBOS Units held by them to SSGLP, free and clear of all Encumbrances (other than Encumbrances that any Contract with Holdings or any of its Subsidiaries to which Blocker Seller might then be a party. (b) Immediately following the GBOS consummation of the transactions contemplated by Section 4.01(a), Seller shall (and, subject only to the consummation of the Closing, hereby does) contribute to Holdings all right, title and interest in and to a number of Company Units are subject equal to under applicable securities Laws)the product of the Equity Consideration Ratio and the aggregate number of Company Units, free and clear of all Encumbrances, and, in exchange for therefor, (i) Holdings shall (and, subject only to the consummation of the Closing, hereby does) issue to Seller, the Company Exchange Shares, free and clear of all Encumbrances, and (ii) Seller shall have the right to be issued the applicable portion of the Closing Date Cash Consideration Earnout Shares when and as required by Section 4.05 as additional consideration for the Base Unit Consideration allocated transactions contemplated by this Section 4.01 and Section 4.02 (and without the need for additional consideration from Seller), free and clear of all Encumbrances other than any Contract with Holdings or any of its Subsidiaries to such GBOS Member on which Seller might then be a party (together with the Consideration Allocation Schedule (collectivelytransactions described in Section 4.01(a), the “GBOS Contribution and ExchangeContributions”, and together with the GALP Contribution and Exchange, the “Contribution and Exchange Transactions” ), plus an additional number of SSGLP Units or an additional amount of cash (as determined in the sole discretion of Parent) with a value equal to such GBOS Member’s Allocated Share of the Excess Cash Amount, if any, plus any Additional Consideration allocated to such GBOS Member on the Consideration Allocation Schedules. (c) For the avoidance of doubt, (1) under no circumstance shall SSGLP be required to issue SSGLP Units in excess of the Base Unit Consideration and (2) if Parent elects to issue SSGLP Units in lieu of paying cash with respect to the Excess Cash Amount payable to the GALP Partners or the GBOS Members, the SSGLP Units shall be valued by dividing the amount of the Excess Cash Amount that Parent elects to pay to the GALP Partners or the GBOS Members in SSGLP Units by the Transaction Parent Stock Price (rounded down to the nearest SSGLP Unit).