Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement

"Rollover Recipient" means Parent or such other entity designated by Parent (in writing to the applicable Rollover Participant) to receive the Rollover Shares, which entity shall be controlled directly or indirectly by Parent

For the avoidance of doubt, Parent may designate a holding company or other acquisition vehicle formed by or on behalf of Parent as the Rollover Recipient, provided that such designation shall not relieve Parent of its obligations hereunder

(b) As a result of the Contribution, the Rollover Shares shall not be converted into the right to receive the Per-Share Merger Consideration or any other merger consideration under the Merger Agreement; instead, each Rollover Participant shall receive the Rollover Equity Interests in full consideration for, and in exchange for, the Contribution

For the avoidance of doubt, any shares of Company common stock held by a Rollover Participant in excess of the Rollover Shares (including shares subject to vesting under the Company's equity incentive plans that are not Rollover Shares) shall be entitled to receive the Per-Share Merger Consideration in accordance with the terms of the Merger Agreement

(c) The exact number of Rollover Shares to be contributed by each Rollover Participant shall be determined by dividing such Rollover Participant's Rollover Value by the Per-Share Merger Consideration of $15