Equity Rollover. (a) The Rollover Agreement provides that: (a) prior to the Effective Time on the Closing Date, each Rollover Participant will, on the terms and subject to the conditions of the Rollover Agreement, contribute to GT Topco (i) such Rollover Participant’s Common Rollover Shares and./or Company Series A Rollover Shares, as applicable, that otherwise would be converted in the Merger into the right to receive the Per Share Common Merger Consideration or the Per Share Series A Merger Consideration, as applicable, pursuant to this Agreement and/or (ii) such Rollover Participant’s cash, and (b) in exchange therefor, GT Topco will, on and subject to the terms of the Rollover Agreement, issue to such Rollover Participant those certain equity interests of GT Topco calculated in accordance with the Rollover Agreement. The transaction referred to in the foregoing sentences is referred to herein as the “Rollover Transaction.” The parties agree that the Rollover Transaction is intended to constitute a transaction described in Code Section 721. As a material inducement to the Company to consent to the Rollover Transaction, notwithstanding anything herein to the contrary, the parties each acknowledge and agree that effective as of the Effective Time, none of the Rollover Shares shall be converted into the right to receive the Per Share Common Merger Consideration or the Per Share Series A Merger Consideration that otherwise would have been payable with respect to such Rollover Shares pursuant to this Agreement. Subject to compliance with the covenants in the foregoing sentence, the Company hereby consents to the Rollover Transaction for all purposes and hereby waives any restrictions on transfer, rights-of-first refusal, participation rights and other rights in connection with the Rollover Transaction, whether arising under any Contract, any Company Charter Document (defined below) or otherwise. If a Rollover Participant is an employee of the Company or any of its Subsidiaries (a “Management Rollover Participant”) and the source of such Management’s Rollover Participant’s cash to be used in the Rollover Transaction is Option Consideration or any other amount payable by the Company to such Management Rollover Participant pursuant to the terms of this Agreement (“Management Rollover Cash”), then the amount of Management Rollover Cash remaining available to participate in the Rollover Transaction shall be net of any applicable withholding taxes. (b) From the date of this Agreement until immediately prior to the Closing: (i) The Company shall deliver, or cause to be delivered, to the Stockholders (other than the Initial Rollover Participants) investor suitability questionnaires, which questionnaires shall be in a form mutually agreed by the Company and Parent (the “Questionnaires”); (ii) the Company shall determine which of the Stockholders are accredited investors based on information furnished by any such Stockholders in their respective Questionnaires (the “Accredited Investors”); and, thereafter, (iii) the Company shall solicit the Accredited Investors and provide such Accredited Investors with the opportunity to execute and deliver a joinder to the Rollover Agreement to Parent and GT Topco, pursuant to which such Stockholders will agree to contribute certain shares of Company Capital Stock to GT Topco in exchange for certain equity interests of GT Topco and that any such shares so contributed by such Stockholders shall, when contributed, reduce the shares of Company Capital Stock contributed to GT Topco by the Initial Rollover Participants; and (iv) the Company will accept up to eighty-five (85) Stockholders that are Accredited Investors for participation in the Rollover Transaction as Additional Rollover Participants; it being understood and agreed that if over eighty-five (85) Stockholders that are Accredited Investors elect to participate in the Rollover Transaction as Additional Rollover Participants, the Company shall give priority to such Stockholders on the basis of the number of Fully Diluted Shares that such Stockholders hold.
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