Common use of Exchange of Secured Notes Receivable and Convertible Notes Receivable; Contributions Clause in Contracts

Exchange of Secured Notes Receivable and Convertible Notes Receivable; Contributions. On the date hereof, immediately prior to the transactions contemplated under Section 1.2, the following Transactions shall occur: (a) Each Consenting Noteholder that owns or controls Senior Secured Notes hereby consents to the release of the Senior Secured Notes’ collateral agent’s pledge on the shares of each of the subsidiaries of Issuer Co identified on Schedule A, and hereby further instructs the Agent to immediately release such shares, and thereafter shall transfer all of its respective Senior Secured Notes, and all related claims against any Company Entity on account of such Senior Secured Notes, to Newco in exchange for limited partner interests in Newco (and corresponding membership interests in GP) subject to forfeiture to the extent such Consenting Noteholder does not subscribe for a limited partner interest in Newco noted in Section 2.1 (the “Secured Noteholder Equity”) and the right to receive the New Secured Notes described in Sections 1.2(c) and 1.4(c) (such contributed notes, the “Secured Notes Receivable”). (b) Each Consenting Noteholder that owns or controls Convertible Notes shall transfer all of its respective Convertible Notes, and all related claims against any Company Entity on account of such Convertible Notes, to Newco in exchange for limited partner interests in Newco (and corresponding membership interests in GP) subject to forfeiture to the extent such Consenting Noteholder does not subscribe for a limited partner interest in Newco noted in Section 2.2 (the “Convertible Noteholder Equity”) (such contributed notes, the “Convertible Notes Receivable”). (c) Immediately following the transactions contemplated by Section 1.1(a), Newco shall contribute a portion of the Secured Notes Receivable, comprised of $2,000,000 of Bridge Notes, to Finance Co, in exchange for an issuance by Finance Co to Newco of 433,511 ordinary shares in the capital of Finance Co (the remaining portion of the Secured Notes Receivable not transferred pursuant hereto, the “Remaining Secured Notes Receivable”), and immediately thereafter, Finance Co shall contribute such portion of the Secured Notes Receivable to Merger Co in exchange for 867,023 ordinary shares in the capital of Merger Co. (d) Immediately following the transactions contemplated by Section 1.1(c), Merger Co shall forgive the Secured Notes Receivable it holds in exchange for the issuance of 4,000,000 ordinary shares in Issuer Co.