Contribution to Parent Clause Samples

Contribution to Parent. Promptly following receipt by Holdings of the Rollover Shares from the Rollover Investors, and prior to the Closing (as defined in the Merger Agreement), Holdings will contribute to Parent all of the Rollover Shares and an amount in cash equal to the Fenway Contribution (less a de minimis amount to be retained by Holdings to pay fees and expenses).

Contribution to Parent. (i) As of immediately prior to the Closing, Saw Mill hereby contributes (the "Saw Mill Contribution") to the capital of Parent, and Parent hereby accepts as a contribution, a combination, as determined by Saw Mill, of (a) cash (the "Saw Mill Contributed Cash") and (b) shares of Calendar Common Stock (the "Saw Mill Contributed Calendar Common Shares") having an aggregate value (based on the per share Merger Consideration) together with the Saw Mill Contributed Cash of $35,099,900. In exchange for the Saw Mill Contribution, Parent hereby issues to Saw Mill 10,028,542.86 shares of Parent Common Stock. (ii) As of immediately prior to the Closing, Chairman hereby contributes (the "Chairman Contribution") to the capital of Parent, and Parent hereby accepts, 1,511,506 shares of Calendar Common Stock (the "Chairman Contributed Calendar Common Shares") having an aggregate value (based on a value of $10.213 per share of Calendar Common Stock) of $15,437,500. In exchange for the Chairman Contribution, Parent hereby issues to Chairman 4,410,714.29 shares of Parent Common Stock. (iii) As of immediately prior to the Closing, Chief Executive Officer hereby contributes (the "CEO Contribution") to the capital of Parent, and Parent hereby accepts, 925,755 shares of Calendar Common Stock (the "CEO Contributed Calendar Common Shares") having an aggregate value (based on a value of $10.005 per share of Calendar Common Stock) of $9,262,500. In exchange for the CEO Contribution, Parent hereby issues to CEO 2,646,428.57 shares of Parent Common Stock.

Contribution to Parent. (a) As of immediately prior to the Closing, Cornerstone shall contribute (the "CEI Contribution") to the capital of Parent, and Parent hereby accepts as a contribution, cash in the amount of $33,900,000. In exchange for the CEI Contribution, Parent shall issue to Cornerstone shares of Parent Common Stock with a value of $8,475,000 immediately following the consummation of the Merger and shares of Parent Series A Preferred Stock with a value of $25,425,000 immediately following the consummation of the Merger; provided, that the CEI Contribution to Parent shall be reduced (and no consent of any Shareholder shall be required under this Agreement), with a proportionate reduction (75% of such reduction shall be allocated to the Parent Series A Preferred Stock and 25% of such reduction shall be allocated to the value of the Parent Common Stock) in the shares of Parent Common Stock and Parent Series A Preferred Stock to be received in exchange for such reduced CEI Contribution, to the extent that any other holder of Company Common Stock agrees (on term and condition satisfactory to Cornerstone and Parent) prior to consummation of the Merger, to contribute its shares of Company Common Stock to Parent in exchange for Parent Common Stock, Parent Series A Preferred Stock and/or Parent Series B Preferred Stock. Notwithstanding anything contained herein to the contrary, in the event that the cash proceeds of the equity and other debt financings (including the maximum amount of subordinated debt financing required to be provided by Cornerstone or its affiliates under the Sub Debt Commitment Letter) are not sufficient to consummate the Merger, to pay all fees and expenses incurred in connection with the Merger and to provide for the ongoing working capital needs of the Surviving Corporation immediately following the consummation of the Merger, and Parent and/or Merger Sub have received cash proceeds pursuant to, and in accordance with, the Senior Commitment Letter (as defined in the Merger Agreement), CEI agrees (and no consent of any Shareholder shall be required under this Agreement) to increase its CEI Contribution to Parent in an amount up to $2,000,000 (the "Additional CEI Contribution"), and in exchange, shall receive a proportionate increase (75% of such increase shall be allocated to the Parent Series A Preferred Stock and 25% of such increase shall be allocated to the value of the Parent Common Stock) in the shares of Parent Common Stock and Parent Series A Pref...

Contribution to Parent. At the Closing, immediately following the receipt of the Rollover Shares, Holdings shall indirectly contribute to Parent (through a series of contributions by Holdings and its wholly owned Subsidiaries in the ownership chain between Topco and Parent) the Rollover Shares (each contribution, a “Subsequent Contribution”). Each Subsequent Contribution is intended to qualify as a transaction governed by Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”).