Extract to table

2% of the 184,200,000 shares of common stock of the Company issued and outstanding as of the date hereof, as more particularly described on Schedule A attached hereto; WHEREAS, concurrently with the execution and delivery of this Agreement, Parent and the Stockholder have entered into that certain Rollover Agreement, dated as of January 22, 2024 (the "Rollover Agreement"), pursuant to which the Stockholder has agreed to contribute 50% of his Owned Shares (3,868,200 shares) to the surviving entity (or a parent entity thereof designated by Parent) in exchange for equity interests therein, with the remaining 50% of his Owned Shares (3,868,200 shares) to be cashed out at the per-share merger consideration; WHEREAS, as a condition and inducement to Parent's and Merger Sub's willingness to enter into the Merger Agreement, Parent and Merger Sub have required that the Stockholder enter into this Agreement with respect to the Covered Shares (as defined below); and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement

"Competing Proposal" shall have the meaning ascribed to such term in the Merger Agreement

"Superior Proposal" shall have the meaning ascribed to such term in the Merger Agreement

"Transferred" shall have a correlative meaning

* All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Merger Agreement

In the event of any inconsistency between a definition set forth in this Agreement and the corresponding definition in the Merger Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement