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, XXX 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) 57,783 Junior Preferred Shares (the “GEI Junior Preferred Shares”) in exchange for the contribution by XXX of $57,783,000 and (iii) 151,238 Senior Preferred Shares (the “GEI Senior Preferred Shares”) in exchange for the contribution by GEI of $151,238,000. 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.

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, XXX 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) 57,783 49,640 Junior Preferred Shares (the “GEI Junior Preferred Shares”) in exchange for the contribution by XXX of $57,783,000 49,640,000 and (iii) 151,238 100,360 Senior Preferred Shares (the “GEI Senior Preferred Shares”) in exchange for the contribution by GEI of $151,238,000100,360,000. For purposes of this Agreement, “GEI Cash” means the aggregate amount of cash contributed by GEI to the Company pursuant to the preceding sentence, 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.

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, XXX 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) 57,783 Junior Preferred Shares (the “GEI Junior Preferred Shares”) in exchange for the contribution by XXX of $57,783,000 and (iii) 151,238 Senior Preferred Shares (the “GEI Senior Preferred Shares”) in exchange for the contribution by GEI of $151,238,000. 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 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")) 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 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 not be required cancel the Heritage Warrant and Atrium shall issue to make any additional investments Heritage a variable amount common stock purchase warrant for shares of Atrium Stock in the Companyform attached hereto as Exhibit A (the "New Warrant"); and (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"), 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 (such substitute options, collectively, the "New Options").

Contribution and Exchange. (a) On Subject to the terms and conditions set forth hereinhereof, immediately prior to, and subject to the occurrence of, the Acquisition Agreement Closing: (a) Rollover Investor hereby agrees to subscribe forcontribute, assign, transfer, convey and the Company agrees deliver (or cause to issue be contributed, transferred and assigned) to Investor, the Parent a number of Common Shares and Junior Preferred Company Shares (collectively, the “Contribution Rollover Shares”) set forth under held by Rollover Investor with an aggregate value (determined using the caption Consideration payable per Company Share pursuant to the Acquisition Agreement (the “Contribution Shares” Acquisition Valuation”)) and/or, at Rollover Investor’s option, cash in Schedule 1 US dollars in exchange for immediately available funds, in an aggregate amount to be determined by Rollover Investor (provided, that (A) Rollover Investor shall deliver to Holdings not later than five days after a request from Holdings (such request to be given no earlier than 20 days prior to the Contribution by Investor anticipated Effective Date) a binding and irrevocable written notice of the number of Rollover Shares and (B) in no event shall such number of Rollover Shares plus any such cash have an aggregate value of less than $100,000,000 or greater than $200,000,000 (such aggregate amount, the “Rollover Amount”)) in exchange for a number of equity interests of Parent, of the same types and in the same proportions as such equity interests are held collectively by Apollo and its affiliates immediately following the purchases by Apollo and its affiliates as set forth in Schedule 1.Section 1(c) (“Parent Interests”) with an aggregate value (determined using the price per Parent Interest paid by affiliates of Apollo in connection with their purchases of Parent Interests in connection with the Acquisition Agreement Closing (the “Parent Interest Price”)) equal to the Rollover Amount (the “Rollover Interests”), free and clear of any and all security interests, liens, charges, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Rollover Shares) (collectively, the “Encumbrances”), except as may exist by reason of this Agreement or applicable securities Laws; (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 Parent hereby agrees to issue to Rollover Investor a number of Exchange Options set forth under the caption “Exchange Options” in Schedule 1 hereto in exchange for the surrender contribution, assignment, transfer, conveyance and cancellation delivery by Rollover Investor to Parent of the Rollover Options. The Exchange Options shall be issued pursuant to an Option Agreement substantially Amount as described in Section 1(a), the form attached Rollover Interests, free and clear of any and all Encumbrances, except as Exhibit B hereto (may exist by reason of this Agreement, applicable securities Laws and the “Option Term Sheet or Partnership 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.; and (c) On Holdings hereby agrees, subject to the terms and conditions set forth hereinhereof, XXX agrees as of immediately prior to subscribe forthe contributions contemplated by Section 1(a), and subject to the Company agrees occurrence of, the Acquisition Agreement Closing, to issue to GEI (the “GEI Contribution”), procure that (i) 32,000,000 Common Shares Apollo shall, or shall cause one or more of its affiliates to, purchase Parent Interests with an aggregate value (valued at the “GEI Common Shares”Parent Interest Price) in exchange for the contribution by GEI of equal to at least $10,000,000, 600,000,000 and (ii) 57,783 Junior Preferred Shares Apollo may, but has no obligation to, cause one or more of its affiliates to purchase additional Parent Interests with an aggregate value (valued at the “GEI Junior Preferred Shares”Parent Interest Price) equal to $200,000,000 minus the Rollover Amount, unless increased in exchange for accordance with this paragraph. As of the contribution by XXX of $57,783,000 and (iii) 151,238 Senior Preferred Shares (the “GEI Senior Preferred Shares”) in exchange for the contribution by GEI of $151,238,000. For purposes date of this Agreement, “GEI Cash” means Holdings anticipates that the total aggregate amount of Parent Interests (valued at the Parent Interest Price) issued by Parent at or prior to the Acquisition Agreement Closing will not exceed $800,000,000. However, if the total aggregate amount of Parent Interests (valued at the Parent Interest Price) issued by Parent at or prior to the Acquisition Agreement Closing exceeds $800,000,000 (which determination shall be made by Holdings, in its sole discretion), Rollover Investor shall be entitled to purchase up to twenty-five percent (25%) of 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 Parent Interests in excess of $800,000,000 through the amounts provided abovecontribution of Rollover Shares and/or, then (a) such funds shall be invested at Rollover Investor’s option, cash 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 CompanyUS dollars.