BLOOM HOLDCO LLC CONTRIBUTION AGREEMENT

Exhibit 10.3

CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[**]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

BLOOM HOLDCO LLC CONTRIBUTION AGREEMENT

This BLOOM HOLDCO LLC CONTRIBUTION AGREEMENT, dated 12/26/17 (the “Agreement”), is entered into, by and between Xxxxx Xxxxxx Xxxxx, Xxxx Xxxxxxx Xxxxxx III, Xxxxx Xxxxxx Xxxxxxxxxx, Xxxx Xxxxxxx Xxxxx and Xxxxx Holdco LLC (the “Company”).

WITNESSETH:

WHEREAS, Xxxxx Xxxxxx Xxxxx, Xxxx Xxxxxxx Xxxxxx III, Xxxxx Xxxxxx Xxxxxxxxxx, and Xxxx Xxxxxxx Xxxxx are shareholders of Bloom Limited (“Bloom”), a private limited company organized under the laws of Gibraltar, and hold a number of shares in Bloom (the “Bloom Shares”) as shown below in Exhibit A; and

WHEREAS, Xxxxx Xxxxxx Xxxxx, Xxxx Xxxxxxx Xxxxxx III, Xxxxx Xxxxxx Xxxxxxxxxx, and Xxxx Xxxxxxx Xxxxx desire to contribute their Bloom Shares to the Company (the “Capital Contribution”) in exchange for Shares (as defined in that certain Limited Liability Company Agreement of the Company) in the amount shown in Exhibit A.

NOW THEREFORE, in consideration of the agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Capital Contribution; Issuance of Class A Interests. Xxxxx Xxxxxx Xxxxx, Xxxx Xxxxxxx Xxxxxx III, Xxxxx Xxxxxx Xxxxxxxxxx, and Xxxx Xxxxxxx Xxxxx have contributed, conveyed, transferred and delivered the Capital Contribution to the Company, and the Company hereby accepts the Capital Contribution. In exchange for the Capital Contribution, the Company hereby issues Shares of the Company to Xxxxx Xxxxxx Xxxxx, Xxxx Xxxxxxx Xxxxxx III, Xxxxx Xxxxxx Xxxxxxxxxx, and Xxxx Xxxxxxx Xxxxx in the amounts listed on Exhibit A.

Section 2. Tax Treatment. The parties to this agreement intend the Capital Contribution in exchange for Shares of the Company to be treated as a tax-free contribution of property to the Company in exchange for stock of the Company pursuant to Section 351 of the Internal Revenue Code of 1986, as amended.

Section 3. Further Assurances. From time to time after the date of this Agreement, without the payment of any additional consideration, each party hereto shall execute all such instruments and take all such actions as any other party shall reasonably request in connection with carrying out and effectuating the intent and purpose hereof and all of the transactions contemplated by this Agreement.

Section 4. No Third Party Beneficiaries. This Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder.

Section 5. Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the party against whom enforcement of any such modification or amendment is sought.

Section 6. Counterparts; Electronic Discovery. This Agreement may be executed in two or more counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic means, such as facsimile or portable document format, shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 7. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

Section 8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to choice of law principles, including all matters of construction, validity and performance, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

[Remainder of Page Intentionally Left Blank]

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	By:	/s/ Xxxxx Xxxxxx Xxxxx
	Name:	Xxxxx Xxxxxx Xxxxx
	Title:	Member of Bloom Holdco LLC
	Date Agreed to and Accepted: 12/26/17

	By:	/s/ Xxxx Xxxxxxx Xxxxxx III
	Name:	Xxxx Xxxxxxx Xxxxxx III
	Title:	Member of Bloom Holdco LLC
	Date Agreed to and Accepted: 12/26/17

	By:	/s/ Xxxxx Xxxxxx Xxxxxxxxxx
	Name:	Xxxxx Xxxxxx Xxxxxxxxxx
	Title:	Member of Bloom Holdco LLC
	Date Agreed to and Accepted: 12/26/17

	By:	/s/ Xxxx Xxxxxxx Xxxxx
	Name:	Xxxx Xxxxxxx Xxxxx
	Title:	Member of Bloom Holdco LLC
	Date Agreed to and Accepted: 12/26/17

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EXHIBIT A

NAME		ADDRESS		SHARES OF BLOOM HOLDCO LLC RECEIVED				SHARES OF BLOOM LIMITED CONTRIBUTED
Xxxxx Xxxxxx Xxxxx		[**]			250			250 Shares of Bloom
Xxxx Xxxxxxx Xxxxxx III		[**]			200			200 Shares of Bloom
Xxxxx Xxxxxx Xxxxxxxxxx		[**]			250			250 Shares of Xxxxx
Xxxx Xxxxxxx Xxxxx		[**]			300			300 Shares of Bloom
Total					1,000			1,000 Shares of Bloom

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