Extract to table

"Exchange Ratio" means the ratio used to convert each Rollover Share contributed to Parent into Parent Shares, as set forth in Exhibit A hereto, which ratio shall be determined so that each Rollover Share contributed is valued at $20

(a) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (iv) the terms "Article," "Section," "Schedule," and "Exhibit" refer to the specified Article, Section, Schedule, or Exhibit of or to this Agreement, unless otherwise specified; (v) the word "including" means "including, without limitation"; (vi) the word "or" shall be disjunctive but not exclusive; and (vii) the phrase "to the extent" means "the degree to which" (and not simply "if")

(c) Any capitalized term used in this Agreement and not otherwise defined herein shall have the meaning ascribed to such term in the Merger Agreement

(d) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement

The Parties acknowledge that each Party and its counsel has reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement

The contribution of the Rollover Shares shall be effective as of immediately prior to (and contingent upon) the Effective Time