Common use of Contribution and Exchange Clause in Contracts

Contribution and Exchange. (a) At the closing of the transactions contemplated by this Section 1(a) (the “Contribution Closing”), and subject to the terms and conditions of this Agreement, the Rollover Investor shall contribute to TopCo the Rollover Shares. Such contribution of Rollover Shares shall be free and clear of all Liens (other than restrictions on transfer arising under any securities Laws), and in exchange therefor, TopCo shall issue to the Rollover Investor 170.00255 TopCo Units at a price per TopCo Unit of US$1,000.00 (which shall equal the price per Class A-1 Unit of TopCo paid by AVI Mezz Co., L.P. (or its applicable Affiliates) (individually and collectively, the “Sponsor”) for Class A-1 Units of TopCo acquired in connection with the transactions contemplated by the Merger Agreement). (b) The contribution of Rollover Shares in exchange for the TopCo Units pursuant to Section 1(a) (the “Contribution”) is intended to be treated as a contribution to a partnership in exchange for partnership interests described in Section 721 of the Internal Revenue Code of 1986, as amended. The parties hereto shall not take any position inconsistent with such Tax treatment (whether in audits, Tax proceedings, Tax Returns, or otherwise) unless otherwise required by applicable Law. (c) The Rollover Investor hereby acknowledges and agrees that, in accordance with the terms of this Agreement, the Rollover Shares, along with all rights and interests therein, shall belong to TopCo. The Rollover Investor hereby authorizes TopCo to instruct the Paying Agent to withhold any Transaction Consideration payment such Rollover Investor would have otherwise been entitled to in respect of the Rollover Shares on the Closing Date had such Rollover Investor not contributed its Rollover Shares to TopCo. The Rollover Investor hereby acknowledges and agrees that the Rollover Investor will not receive any cash payment for the Rollover Shares under the Merger Agreement.

Contribution and Exchange. (a) At the closing of the transactions contemplated by this Section 1(a) (the “Contribution Closing”)Immediately prior to, and subject to the terms and conditions of this Agreementoccurrence of, the Effective Time (as defined in the Merger Agreement) on the Closing Date (as defined in the Merger Agreement), each Rollover Investor shall contribute contribute, transfer and assign (or cause to TopCo be contributed, transferred and assigned) to the Company the Exchanged Shares in the form of Company Series A Preferred Stock, Company Common Stock or, for any of the Additional Rollover Shares. Such contribution of Rollover Shares shall be Participants cash, free and clear of all Liens mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind (other than restrictions on transfer arising those under any applicable securities Lawslaws), and in exchange therefor, TopCo the Company shall issue to the such Rollover Investor 170.00255 TopCo the number of the Company Units at a price per TopCo Unit of US$1,000.00 (which shall equal the price per Class A-1 Unit of TopCo paid by AVI Mezz Co., L.P. (or its applicable Affiliates) (individually and collectively, the “Sponsor”) for Class A-1 Units of TopCo acquired in connection with the transactions contemplated by the Merger Agreement). (b) The contribution of set forth opposite such Rollover Shares in exchange for the TopCo Units Investor’s name on Schedule A as adjusted pursuant to Section 1(a) (the “Contribution”) is intended to be treated as hereof. As a contribution to a partnership in exchange for partnership interests described in Section 721 consequence of the Internal Revenue Code of 1986foregoing exchange, as amended. The parties hereto Capital Contributions in an aggregate amount equal to the Exchange Purchase Price shall not take any position inconsistent with such Tax treatment (whether in audits, Tax proceedings, Tax Returns, or otherwise) unless otherwise required be deemed to have been made by applicable Law. (c) The each Rollover Investor hereby acknowledges and agrees thatwith respect to the Exchange Company Units being issued to such Rollover Investor. Each Rollover Investor (except an Additional Rollover Participant who is only delivering cash for Exchange Company Units) shall, in accordance with on or prior to the terms consummation of the transactions contemplated by this Agreement, deliver (or cause to be delivered) to the Rollover Shares, along with Company (i) duly executed separate stock transfer powers transferring title to the Exchanged Shares and (ii) an executed counterpart signature page to the LLC Agreement. Target executes and delivers a counterpart to this Agreement solely for purposes of consenting to the transactions contemplated hereby for purposes of all rights and interests therein, shall belong agreements to TopCo. The which any Rollover Investor hereby authorizes TopCo to instruct the Paying Agent to withhold any Transaction Consideration payment such Rollover Investor would have otherwise been entitled to in respect of the Rollover Shares on the Closing Date had such Rollover Investor not contributed its Rollover Shares to TopCo. The Rollover Investor hereby is party and acknowledges and agrees that the Rollover Investor will not receive any cash payment for Exchanged Shares are, effective as of immediately prior to the Rollover Shares under Effective Time (as defined in the Merger Agreement) no longer subject to the provisions of any agreement to which such Rollover Investor is party with Target or any of its Affiliates. Prior to the Closing (as defined in the Merger Agreement), if any Rollover Investor is an individual and is lawfully married, such Rollover Investor’s spouse shall execute the consent in the form of Exhibit A attached hereto.

Contribution and Exchange. (a) At the closing of the transactions contemplated by this Section 1(a) (the “Contribution Closing”), and subject to the terms and conditions of this Agreement, the Rollover Investor shall contribute to TopCo the Rollover Shares. Such contribution of Rollover Shares shall be free and clear of all Liens (other than restrictions on transfer arising under any securities Laws), and in exchange therefor, TopCo shall issue to the Rollover Investor 170.00255 that number of TopCo Units at a price per TopCo Unit of US$1,000.00 equal to (which shall equal 1) the Rollover Amount divided by (2) the price per Class A-1 Unit of TopCo paid by AVI Mezz Co., L.P. (or its applicable Affiliates) (individually and collectively, at the “Sponsor”) for Class A-1 Units time of TopCo acquired in connection with the consummation of the transactions contemplated by the Merger Agreement). (b) The contribution of Rollover Shares in exchange for the TopCo Units pursuant to Section 1(a) (the “Contribution”) is intended to be treated as a contribution to a partnership in exchange for partnership interests described in Section 721 of the Internal Revenue Code of 1986, as amended. The parties hereto shall not take any position inconsistent with such Tax treatment (whether in audits, Tax proceedings, Tax Returns, or otherwise) unless otherwise required by applicable Law. (c) The Rollover Investor hereby acknowledges and agrees that, in accordance with the terms of this Agreement, the Rollover Shares, along with all rights and interests therein, shall belong to TopCo. The Rollover Investor hereby authorizes TopCo to instruct the Paying Agent to withhold any Transaction Consideration payment such Rollover Investor would have otherwise been entitled to in respect of the Rollover Shares on the Closing Date had such Rollover Investor not contributed its Rollover Shares to TopCo. The Rollover Investor hereby acknowledges and agrees that the Rollover Investor will not receive any cash payment for the Rollover Shares under the Merger Agreement.

Contribution and Exchange. Effective at the Contribution and Exchange Closing, subject only to the satisfaction (aor valid waiver by the parties entitled to the benefit thereof) At the closing of the transactions contemplated conditions set forth in Section 5, automatically and without any further action by this Section 1(a) (the “Contribution Closing”)parties hereto, and subject to in accordance with the terms and conditions of this Agreementhereof: (i) Rollover Stockholder hereby unconditionally, the Rollover Investor shall contribute completely and irrevocably contributes, assigns, transfers, conveys and delivers to TopCo the Rollover Shares. Such contribution of Rollover Shares shall be , free and clear of any and all Liens, except Liens (other than restrictions on transfer arising under any applicable securities Laws)laws, and (ii) in exchange therefor, TopCo shall issue to Rollover Stockholder the TopCo Units, free and clear of any and all Liens, except Liens under applicable securities laws; provided, that at least five (5) Business Days prior to Closing of the Merger, Rollover Stockholder may provide written notice to TopCo (a “Subscription Election”) to elect to reduce the number of Rollover Shares by a number of shares equal to up to [●]% of the Rollover Investor 170.00255 TopCo Units at a price per TopCo Unit of US$1,000.00 Amount (which shall equal the price per Class A-1 Unit of TopCo paid by AVI Mezz Co., L.P. (or its applicable Affiliates) (individually and collectively, the “SponsorReduction Amount”) and instead subscribe at the Closing (the “Subscription”) for Class A-1 Units and purchase a number of TopCo acquired in connection with Units (”Subscribed Units”) for a purchase price payable to (and paid to) TopCo at the transactions contemplated Closing equal to the Reduction Amount. At the Closing, to the extent a valid Subscription Election is made, Rollover Stockholder shall deliver to TopCo, by wire transfer of immediately available funds to an account designated by TopCo, an amount equal to the Reduction Amount. For the elimination of doubt, the number of TopCo Units issued to Rollover Stockholder will be decreased by the Merger Agreement)number of Subscribed Units issued to Rollover Stockholder. (b) The contribution At the Contribution and Exchange Closing, Rollover Stockholder shall deliver to TopCo signed instruments of assignment and conveyance documents as are reasonably necessary to transfer to TopCo all of Rollover Stockholder’s right, title and interest in and to the Rollover Shares in exchange for (including, if the TopCo Units pursuant Rollover Shares are certificated, the delivery of certificates evidencing the applicable number of shares of Company Common Stock owned, beneficially and of record, by Rollover Stockholder, duly endorsed to Section 1(a) (the “Contribution”) is intended to be treated as a contribution to a partnership in exchange for partnership interests described in Section 721 of the Internal Revenue Code of 1986, as amended. The parties hereto shall not take any position inconsistent with such Tax treatment (whether in audits, Tax proceedings, Tax Returns, or otherwise) unless otherwise required by applicable LawTopCo). (c) The Rollover Investor hereby acknowledges and agrees that, in accordance with Notwithstanding anything provided under the terms of this Agreement, the Contribution and Exchange and the TopCo Units and Subscribed Units (if any) issued to Rollover SharesStockholder shall, along with in each case, be subject in all rights respects to the terms and interests therein, shall belong to TopCo. The Rollover Investor hereby authorizes TopCo to instruct conditions set forth in Exhibit B hereto upon the Paying Agent to withhold any Transaction Consideration payment such Rollover Investor would have otherwise been entitled to in respect effectiveness of the Rollover Shares on the Contribution and Exchange Closing, Closing Date had such Rollover Investor not contributed its Rollover Shares to TopCo. The Rollover Investor hereby acknowledges and agrees that the Rollover Investor will not receive any cash payment for the Rollover Shares under of the Merger AgreementAgreement and, if applicable, receipt by TopCo or its designee of the Reduction Amount.