Common use of Equity Contributions Clause in Contracts

Equity Contributions. (a) In furtherance of the Proposed Transaction, on the closing date of the Proposed Transaction, (x) XXXX would contribute to Newco all of the Common Stock beneficially owned by it as of the date hereof (which is equal to 2,345,900 shares) and receive in exchange therefor an equivalent number of shares of Newco common stock, (y) FS would contribute to Newco all of the Common Stock beneficially owned by it as of the date hereof (which is equal to 3,402,463 shares) and receive in exchange therefor an equivalent number of shares of Newco common stock, and (z) the Other Investors would contribute to Newco all of the outstanding Common Stock beneficially owned by them as of the date hereof (which shares are set forth opposite the names of such Other Investors on Schedule I hereto) and receive in exchange therefor an equivalent number of shares of Newco common stock. In addition, on the closing date of the Proposed Transaction, XXXX and its affiliates would purchase from Newco between approximately $64.3 million and $116.9 million (depending upon the extent that employees of the Company decide to purchase equity of the Company anticipated to be made available on the closing date of the Proposed Transaction) (the "Additional Equity Contribution") of newly issued common stock of Newco for a cash price per share of common stock equal to the cash price per share of Common Stock paid to the stockholders of the Company in the Proposed Transaction. In connection with the consummation of the Proposed Transaction, each outstanding share of Newco common stock would be converted automatically into one share of Common Stock. Each of the parties hereto agrees to negotiate in good faith and use all reasonable efforts to enter into definitive documentation with respect to the matters set forth in this paragraph (the "Investment Documentation") prior to the execution of the Merger Agreement. The Investment Documentation will be drafted by Xxxxxxx Xxxxxxx & Xxxxxxxx (counsel to Newco and XXXX). (b) On the closing date of the Proposed Transaction, the warrant currently held by FS to acquire Common Stock (the "Old FS Warrant") will be cancelled and the Company will issue to FS a new warrant to acquire Common Stock (the "New FS Warrant") at an exercise price of $30 per share and that is substantially similar to the Old FS Warrant, with the following exceptions: (i) the New FS Warrant will expire on August 27, 2007, (ii) the New FS Warrant will be a warrant to acquire a number of shares of Common Stock equal to the number that represents the same percentage of the total outstanding shares of Common Stock immediately after consummation of the Proposed Transaction as the Old FS Warrant entitled FS immediately prior to the consummation of the Proposed Transaction, and (iii) the New FS Warrant will not be exercisable unless and until (x) a merger, sale or other acquisition of the Company, (y) an underwritten initial public offering of the Common Stock or (z) August 26, 2007, and upon the occurrence of any event specified in clause (x) or (y) the New FS Warrant will automatically be exercised in a cashless manner.

Equity Contributions. (a) In furtherance of the Proposed proposed Transaction, on the closing date of the Proposed Transaction, (x) XXXX would contribute to Newco all of the Common Stock beneficially owned by it as of the date hereof (which is equal to 2,345,900 shares) and receive in exchange therefor an equivalent number of shares of Newco common stock, (y) FS would contribute to Newco all of the Common Stock beneficially owned by it as of the date hereof (which is equal to 3,402,463 shares) and receive in exchange therefor an equivalent number of shares of Newco common stock, and (z) the Other Investors would contribute to Newco all of the outstanding Common Stock common stock beneficially owned by them as of the date hereof (which shares are set forth opposite the names of such Other Investors other investors on Schedule schedule I hereto) and receive in exchange therefor an equivalent number of shares of Newco common stock. In addition, on the closing date of the Proposed Transactionproposed transaction, XXXX and its affiliates would purchase from Newco between approximately $64.3 million and $116.9 million (depending upon the extent that employees of the Company decide to purchase equity of the Company anticipated to be made available on the closing date of the Proposed Transaction) (the "Additional Equity Contribution") of newly issued common stock of Newco for a cash price per share of common stock Common Stock equal to the cash price per share of Common Stock paid to the stockholders of the Company in the Proposed Transactionproposed transaction. In connection with the consummation of the Proposed Transactionproposed transaction, each outstanding share of Newco common stock would be converted automatically into one share of Common Stock. Each of the parties hereto agrees to negotiate in good faith and use all reasonable efforts to enter into definitive documentation with respect to the matters set forth in this paragraph (the "Investment Documentation") prior to the execution of the Merger Agreement. The Investment Documentation will be drafted by Xxxxxxx Xxxxxxx & Xxxxxxxx (counsel to Newco and XXXX). (b) On the closing date of the Proposed Transaction, the warrant currently held by FS to acquire Common Stock (the "Old FS Warrant") will be cancelled and the Company will issue to FS a new warrant to acquire Common Stock (the "New FS Warrant") at an exercise price of $30 per share and that is substantially similar to the Old FS Warrant, with the following exceptions: (i) the New FS Warrant will expire on August 27, 2007, (ii) the New FS Warrant will be a warrant to acquire a number of shares of Common Stock equal to the number that represents the same percentage of the total outstanding shares of Common Stock immediately after consummation of the Proposed Transaction as the Old FS Warrant entitled FS immediately prior to the consummation of the Proposed Transaction, and (iii) the New FS Warrant will not be exercisable unless and until (x) a merger, sale or other acquisition of the Company, (y) an underwritten initial public offering of the Common Stock or (z) August 26, 2007, and upon the occurrence of any event specified in clause (x) or (y) the New FS Warrant will automatically be exercised in a cashless manner.

Equity Contributions. (a) In furtherance Prior to, or substantially concurrently with the funding of the Proposed TransactionInitial Term Loans hereunder: (i) Holdings will enter into one or more subscription agreements with certain institutional and accredited investors and other investors identified to the Arrangers prior to the Closing Date (the “Closing Date Investors”) and consummate transactions on the Closing Date (including “private investment in public equity” transactions and transactions that “backstop” redemptions by the Buyer’s shareholders), pursuant to which the Closing Date Investors will purchase shares of common stock or convertible preferred or other equity (which such convertible preferred or other equity shall be reasonably satisfactory to the Arrangers; provided, it is agreed that the preferred equity contemplated to be issued by Holdings to one or more funds and accounts of Nuveen Alternatives Advisors, LLC pursuant to the Subscription Agreement, dated as of September 7, 2018 and as in effect on such date, between Holdings and Nuveen Alternatives Advisors, LLC and the related term sheet as in effect on such date, is reasonably satisfactory to the Arrangers) of Holdings for an aggregate purchase price of not less than $25,000,000 (the “Closing Date Investor Equity Contributions”); (ii) Sponsor and its Affiliates will purchase shares of Holdings’ common stock or convertible preferred or other equity (which such convertible preferred or other equity shall be reasonably satisfactory to the Arrangers) for an aggregate purchase price not less than $27,400,000.00 (the “Sponsor Equity Contributions”); and (iii) The Equity Contributions will be made in cash in an aggregate amount that, when taken together with the cash held in trust by the Buyer (less any redemptions by the Buyer’s shareholders) (the “Buyer Trust Funds”) and the fair market value (with fair market value deemed to be the actual redemption price of such equity as of the Closing Date (but not less than $10.20 per share)) of the equity of the Target’s existing direct or indirect equity holders and/or members of management that will be retained, rolled over, converted or re-invested as shares of Holdings’ common stock or convertible preferred or other equity (which such convertible preferred or other equity shall be reasonably satisfactory to the Lead Arrangers), if any, on the closing date Closing Date (the “Rollover Equity”) will constitute an aggregate amount not less than 37.5% of the Proposed Transactionsum of (A) the gross proceeds of the Initial Term Loans made on the Closing Date, (xB) XXXX would contribute the proceeds of loans incurred under the ABL Facility incurred on the Closing Date used to Newco all finance a portion of the Common Stock beneficially owned by it Transactions (excluding, in the case of clause (A) and (B), the proceeds of any Initial Term Loans or loans under the ABL Facility to fund original issue discount or upfront fees as a result of the date hereof (which is equal to 2,345,900 shares) and receive in exchange therefor an equivalent number application of shares the “flex provisions” of Newco common stockthe Fee Letter, (yC) FS would contribute to Newco all of the Common Stock beneficially owned by it as of Equity Contributions, (D) the date hereof (which is equal to 3,402,463 shares) and receive in exchange therefor an equivalent number of shares of Newco common stock, Buyer Trust Funds and (zE) the Other Investors would contribute to Newco all of the outstanding Common Stock beneficially owned by them as of the date hereof (which shares are set forth opposite the names of such Other Investors on Schedule I hereto) and receive in exchange therefor an equivalent number of shares of Newco common stock. In addition, on the closing date of the Proposed Transaction, XXXX and its affiliates would purchase from Newco between approximately $64.3 million and $116.9 million (depending upon the extent that employees of the Company decide to purchase equity of the Company anticipated to be made available on the closing date of the Proposed Transaction) (the "Additional Equity Contribution") of newly issued common stock of Newco for a cash price per share of common stock equal to the cash price per share of Common Stock paid to the stockholders of the Company in the Proposed Transaction. In connection with the consummation of the Proposed Transaction, each outstanding share of Newco common stock would be converted automatically into one share of Common Stock. Each of the parties hereto agrees to negotiate in good faith and use all reasonable efforts to enter into definitive documentation with respect to the matters set forth in this paragraph (the "Investment Documentation") prior to the execution of the Merger Agreement. The Investment Documentation will be drafted by Xxxxxxx Xxxxxxx & Xxxxxxxx (counsel to Newco and XXXX)Rollover Equity. (b) On the closing date of the Proposed Transaction, the warrant currently held by FS to acquire Common Stock (the "Old FS Warrant") will be cancelled and the Company will issue to FS a new warrant to acquire Common Stock (the "New FS Warrant") at an exercise price of $30 per share and that is substantially similar to the Old FS Warrant, with the following exceptions: (i) the New FS Warrant will expire on August 27, 2007, (ii) the New FS Warrant will be a warrant to acquire a number of shares of Common Stock equal to the number that represents the same percentage of the total outstanding shares of Common Stock immediately after consummation of the Proposed Transaction as the Old FS Warrant entitled FS immediately prior to the consummation of the Proposed Transaction, and (iii) the New FS Warrant will not be exercisable unless and until (x) a merger, sale or other acquisition of the Company, (y) an underwritten initial public offering of the Common Stock or (z) August 26, 2007, and upon the occurrence of any event specified in clause (x) or (y) the New FS Warrant will automatically be exercised in a cashless manner.