Common use of Redemption and Exchange Clause in Contracts

Redemption and Exchange. On the basis of the representations, ----------------------- warranties, covenants and agreements herein and subject to the satisfaction or waiver of the conditions set forth herein and the terms hereof, CII will redeem and purchase from, or exchange with, each Redeeming Stockholder, and each Redeeming Stockholder will sell to, or exchange with, CII, the following securities (the "Redeemed Securities"): ------------------- (i) all shares of CII Preferred Stock held by such Redeeming Stockholder for a purchase price of $50.00 per share plus all dividends which are accrued and unpaid on such share as of the Closing Date; (ii) all shares of CII Common Stock held by such Redeeming Stockholder (other than (A) the number of shares of CII Common Stock set forth opposite such Redeeming Stockholder's name under the heading "Shares of Common Stock Retained" on the Schedule of Redeeming Stockholders ---------------------------------- attached hereto, (B) the shares of CII Common Stock sold by the Participating Stockholders to the New Investors pursuant to Section 3.2 above, and (C) the shares of CII Common Stock being exchanged for shares of New Preferred Stock pursuant to Section 3.4(a)(iii) below), for a purchase price of $10.00 per share; and (iii) with respect to each Participating Stockholder, a number of shares of CII Common Stock equal to 1/10 of the amount set forth opposite such Redeeming Stockholder's name under the heading "New Preferred Stock Rollover Amount" on the Schedule of Redeeming Stockholders attached ---------------------------------- hereto, in exchange for a number of shares of New Preferred Stock having an aggregate liquidation value equal to the amount set forth opposite such Participating Stockholder's name under the heading "New Preferred Stock Rollover Amount" on the Schedule of Redeeming Stockholders attached hereto. ---------------------------------- The aggregate consideration payable by CII for the Redeemed Securities (the "Redemption Consideration") will be the sum of (i) an amount of cash equal to ------------------------- (A) $113,750,000, (B) plus the excess of the Net Working Capital Amount over the Baseline Working Capital Amount or minus the excess of the Baseline Working Capital Amount over the Net Working Capital Amount, (C) less the Indebtedness Payment, (D) less the Kilovac Payment, (E) less the Debt, other than Debt included as part of the Indebtedness Payment or the Kilovac Payment, (F) less the Management Bonus Payment, (G) less the Common Stock Rollover Amount, (H) less the New Preferred Stock Rollover Amount, and (I) less the Purchased Securities Purchase Price, and (ii) shares of New Preferred Stock with an aggregate liquidation preference equal to the New Preferred Stock Rollover Amount. The cash portion of the Redemption Consideration is subject to adjustment as provided in Section 3.8.

Redemption and Exchange. On Each Stockholder hereby agrees to receive from the basis Company, and the Company hereby agrees to pay and issue to each Stockholder, on the closing date of the representations, ----------------------- warranties, covenants and agreements herein IPO (the “Closing Date”) and subject to and conditioned on the satisfaction or waiver closing of the conditions set forth herein IPO: (a) cash equal to the accrued and unpaid dividends payable on the Surrendered Shares through the Closing Date, determined in accordance with the certificate of incorporation of the Company, as amended and restated (the “Certificate of Incorporation”); provided, however, that in the event there are not sufficient proceeds from the IPO to repay all accrued and unpaid dividends on the Surrendered Shares then, notwithstanding the provisions of the Certificate of Incorporation to the contrary (including without limitation that all accrued but unpaid dividends on the Series A Preferred Stock are to be paid before any dividends are paid on the Series B Preferred Stock), each Stockholder hereby agrees to receive from the Company, and the terms hereof, CII will redeem and purchase from, or exchange with, Company agrees to pay to each Redeeming Stockholder, and each Redeeming Stockholder will sell to, or exchange with, CII, an amount equal to the following securities (the "Redeemed Securities"): ------------------- product determined by multiplying (i) the proceeds of the IPO allocated to pay accrued and unpaid dividends by (ii) a fraction, (x) the numerator of which is the aggregate amount of accrued and unpaid dividends on the Stockholder’s Surrendered Shares and (y) the denominator of which is the total accrued and unpaid dividends on all outstanding shares of Preferred Stock; and (b) with respect to and in exchange for all shares of CII Series A Preferred Stock held by such Redeeming Stockholder for a purchase price of $50.00 per share plus and Series B Preferred Stock (including all dividends which are accrued and unpaid on such share as dividends, if any, remaining unpaid after the payment of the Closing Date; (ii) all shares of CII Common Stock held by such Redeeming Stockholder (other than (A) dividends pursuant to Section 2(a)), the number of shares of CII Class B Common Stock set forth opposite such Redeeming Stockholder's name under the heading "Shares of Common Stock Retained" on the Schedule of Redeeming Stockholders ---------------------------------- attached A hereto, (B) the shares of CII Common Stock sold by the Participating Stockholders to the New Investors pursuant to Section 3.2 above, and (C) the shares of CII Common Stock being exchanged for shares of New Preferred Stock pursuant to Section 3.4(a)(iii) below), for a purchase which schedule was based on an IPO price of $10.00 11.00 per share; and (iii) with respect to each Participating Stockholder, a number of shares of CII Common Stock equal to 1/10 of the amount set forth opposite such Redeeming Stockholder's name under the heading "New Preferred Stock Rollover Amount" on the Schedule of Redeeming Stockholders attached ---------------------------------- hereto, in exchange for a number of shares of New Preferred Stock having an aggregate liquidation value equal to the amount set forth opposite such Participating Stockholder's name under the heading "New Preferred Stock Rollover Amount" on the Schedule of Redeeming Stockholders attached hereto. ---------------------------------- The aggregate consideration payable by CII for the Redeemed Securities (the "Redemption Consideration") will be the sum of (i) an amount of cash equal to ------------------------- (A) $113,750,000, (B) plus the excess of the Net Working Capital Amount over the Baseline Working Capital Amount or minus the excess of the Baseline Working Capital Amount over the Net Working Capital Amount, (C) less the Indebtedness Payment, (D) less the Kilovac Payment, (E) less the Debt, other than Debt included as part of the Indebtedness Payment or the Kilovac Payment, (F) less the Management Bonus Payment, (G) less the Common Stock Rollover Amount, (H) less the New Preferred Stock Rollover Amount, and (I) less the Purchased Securities Purchase Price, and (ii) shares of New Preferred Stock with an aggregate liquidation preference equal to the New Preferred Stock Rollover Amount. The cash portion of the Redemption Consideration is subject to adjustment as provided in Section 3.8.