Extract to table

This form is illustrative and shall be conformed to reflect the final terms negotiated by the parties at the time of signing

The Cashed-Out Shares shall be entitled to receive the Per-Share Merger Consideration at the Effective Time in accordance with the terms of the Merger Agreement

3 — Interpretation Unless the context of this Agreement otherwise requires: (a) references to "Sections," "Articles," "Schedules," and "Appendices" are to the Sections, Articles, Schedules, and Appendices of this Agreement; (b) the headings and captions in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement; (c) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (d) words importing the singular shall include the plural, and vice versa; (e) words importing one gender shall include all other genders; (f) references to "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (g) references to any statute shall be deemed to refer to such statute as amended from time to time, and to any rules, regulations, and interpretations promulgated thereunder, unless the context requires otherwise; (h) references to "days" shall mean calendar days, unless otherwise specified as "business days"; (i) references to "$" or "dollars" shall mean United States dollars; and (j) the Parties have participated jointly in the negotiation and drafting of this Agreement, and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement

Upon the consummation of such contribution, the Rollover Shareholder shall cease to have any right, title, or interest in or to the Rollover Shares, and the Buyer (or its designated affiliate) shall become the sole record and beneficial owner thereof

1(a), the Buyer (or its designated affiliate) shall issue to the Rollover Shareholder the Rollover Consideration, which shall consist of the Equity Interest having the terms and conditions described in Schedule B hereto and in the organizational documents of the issuing entity

The Equity Interest shall have an agreed value, for purposes of this Agreement, equal to the Rollover Value