Extract to table

2% of the outstanding shares of Company Common Stock (such shares, the "Total Rollover Participant Shares"); WHEREAS, as a condition to, and as a material inducement for, Parent's willingness to enter into the Merger Agreement and to consummate the transactions contemplated thereby, the Rollover Participant has agreed to contribute a portion of his Total Rollover Participant Shares to Parent (or a designated subsidiary thereof) in exchange for equity interests in the Surviving Entity (as defined herein), on the terms and subject to the conditions set forth in this Agreement; WHEREAS, concurrently with the execution and delivery of this Agreement, the Rollover Participant is entering into a Voting and Support Agreement, dated as of the date hereof, in favor of Parent (the "Voting and Support Agreement"), pursuant to which the Rollover Participant has agreed, among other things, to vote all of his shares of Company Common Stock in favor of the approval of the Merger Agreement and the transactions contemplated thereby and against any competing proposal; WHEREAS, concurrently with the execution and delivery of this Agreement, Pinnacle Growth Ventures LLC, a Delaware limited liability company, is entering into a separate Rollover Agreement with Parent, dated as of the date hereof (the "Pinnacle Rollover Agreement"), with respect to a portion of its shares of Company Common Stock; and WHEREAS, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement

1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Cash-Out Shares" means the number of shares of Company Common Stock constituting the Total Rollover Participant Shares minus the Rollover Shares, being 3,868,200 shares of Company Common Stock (representing 50% of the 7,736,400 Total Rollover Participant Shares), which shares shall be converted into the right to receive the Per Share Merger Consideration at the Closing in accordance with the terms of the Merger Agreement

"Effective Time" means the effective time of the Merger as set forth in the Certificate of Merger filed with the Secretary of State of the State of Delaware in accordance with the DGCL and the Merger Agreement, which shall be 11:59 p

2 — Other Definitional Provisions Unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words importing any gender include each other gender, (c) references to any statute, rule, or regulation include any amendments, modifications, or successors thereto, (d) references to "dollars" or "$" are to United States dollars, (e) references to "business days" mean any day other than a Saturday, Sunday, or a day on which commercial banks in New York, New York or Wilmington, Delaware are authorized or required by law to close, and (f) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation

(b) The Rollover Contribution shall occur immediately prior to the Effective Time and shall be conditioned upon the substantially simultaneous consummation of the Merger

In no event shall the Rollover Participant be required to consummate the Rollover Contribution unless and until all conditions to the Closing under the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, each of which shall be capable of being satisfied at the Closing) have been satisfied or waived