EXEMPT SHARES

EXEMPT SHARES. Means a number of Shares equal to (i) $30,000,000 DIVIDED BY (ii) the VWI IPO Price (subject to appropriate adjustment for stock splits, stock dividends, subdivisions, combinations, reclassifications or similar events occurring after the date of the VWI IPO); PROVIDED that the Exempt Shares shall not include any Pledged Shares.

EXEMPT SHARES. Means a number of Shares equal to (i) $30,000,000 DIVIDED BY (ii) the Average VCI Stock Price used to calculate the VCI Exchange Amount pursuant to the Exchange Agreement (subject to appropriate adjustment for stock splits, stock dividends, subdivisions, combinations, reclassifications or similar events relating to the VCI stock after the date of such calculation); PROVIDED that the Exempt Shares shall not include any Pledged Shares.