Extract to table

RECITALS WHEREAS, the Buyer, Merger Sub, and [Insert Full Legal Name of Target Company] (the "Company") have entered into, or concurrently herewith are entering into, that certain Agreement and Plan of Merger, dated as of [●] (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of the Buyer (the "Surviving Entity"), upon the terms and subject to the conditions set forth in the Merger Agreement; WHEREAS, the Rollover Participant is the beneficial and record owner of [●] shares of common stock, par value $[●] per share, of the Company (the "Total Shares"), representing approximately [●]% of the issued and outstanding shares of common stock of the Company as of the date hereof; WHEREAS, the Rollover Participant desires to contribute [●]% of the Total Shares, equal to [●] shares of Company common stock (the "Rollover Shares"), to the Buyer (or a designated affiliate thereof) in exchange for equity interests in the Surviving Entity or its parent holding entity, in lieu of receiving the Per Share Merger Consideration with respect to such Rollover Shares, all upon the terms and subject to the conditions set forth herein; WHEREAS, the remaining [●]% of the Total Shares (being [●] shares of Company common stock) (the "Cashed-Out Shares") will be converted into the right to receive the Per Share Merger Consideration of $[●] per share in cash, without interest and subject to applicable withholding, in accordance with the terms and conditions of the Merger Agreement; WHEREAS, the aggregate implied value of the Rollover Shares is approximately $[●], calculated as the product of (a) [●] Rollover Shares and (b) the Per Share Merger Consideration of $[●] per share; WHEREAS, the execution and delivery of this Agreement by the Rollover Participant is a condition to the willingness of the Buyer to enter into the Merger Agreement and consummate the transactions contemplated thereby, and the Buyer would not have entered into the Merger Agreement but for the Rollover Participant's agreement to be bound by the terms and conditions set forth herein; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement

1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" has the meaning set forth in the preamble

2 — Interpretation (a) The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement

(b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation

(d) All references herein to Articles, Sections, Schedules, and Exhibits shall be deemed references to Articles and Sections of, and Schedules and Exhibits to, this Agreement unless the context shall otherwise require

(e) Unless the context otherwise requires, (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, restated, or otherwise modified (subject to any restrictions on such amendments, supplements, restatements, or modifications set forth herein or therein), (ii) any reference to any law shall be construed as referring to such law as amended, modified, codified, reenacted, supplemented, or superseded in whole or in part, and in effect from time to time, and also to all rules and regulations promulgated thereunder, (iii) any reference herein to any person shall be construed to include such person's successors and permitted assigns, (iv) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (v) all references herein to "$" or "dollars" shall mean United States dollars