Management Contribution Agreement Sample Contracts

RECITALS
Management Contribution Agreement • November 22nd, 2005 • Aearo Technologies Inc. • Delaware
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FORM OF MANAGEMENT CONTRIBUTION AGREEMENT
Management Contribution Agreement • April 8th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing • New York

WHEREAS, the execution and delivery of this Agreement by Holdco and the Rollover Stockholder is related to the merger of MFI Acquisition Corporation, a Delaware corporation and an indirect subsidiary of Holdco (the “Merger Sub”), with and into M-Foods Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger, dated as of May 20, 2010, as amended (the “Merger Agreement”), by and among MFI Midco Corporation, a Delaware corporation and a wholly-owned subsidiary of Holdco (“Midco”), the Merger Sub, a wholly-owned subsidiary of Midco, the Company and Michael Foods Investors, LLC, solely as the representative for the stockholders of the Company, whereby the Company will survive as a wholly-owned subsidiary of Midco;

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