Common use of Construction; Interpretation Clause in Contracts

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 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. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 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 (a) For purposes of this Agreement. Unless otherwise indicated to the contrary herein by , whenever the context or use thereofrequires: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender singular number shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (ii) the masculine gender shall include the feminine and neuter genders; (iii) the feminine gender shall include the masculine and neuter genders; and (iv) the neuter gender shall include masculine and feminine genders. (b) The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (c) As used in this Agreement, the words “include” and “including,” “includes” or “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”; (vd) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permitsAs used in this Agreement, the use words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (e) The measure of a period of one (1) month or year for purposes of this Agreement will be the date of the term “or” following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such period being measured will be non-exclusive and equivalent to the use next actual date of the term “and/or”; following month or year (viiifor example, one month following February 18 is March 18 and one month following March 31 is May 1). (f) As used in this Agreement, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”; (g) As used in this Agreement, the word “will” shall be deemed to have the same meaning and effect as the word “shall.” (ixh) if any action under As used in this Agreement, the terms “or,” “any” or “either” are not exclusive and shall be deemed to be “and/or.” (i) As used in this Agreement, references to “written” or “in writing” include in electronic form. (j) As used in this Agreement, references to the “date hereof” are to the date of this Agreement. (k) Except as otherwise indicated, all references in this Agreement is required to “Sections,” “Articles” and “Schedules” are intended to refer to Sections or Articles of this Agreement and Schedules to this Agreement. (l) As used in this Agreement, the terms “or,” “any” or “either” are not exclusive. (m) Except as otherwise indicated, all references in this Agreement to “Sections” and “Schedules” are intended to refer to Sections of this Agreement and Schedules to this Agreement. (n) The section and other headings and subheadings contained in this Agreement are for convenience of reference only, shall not be deemed to be done a part of this Agreement and shall not be referred to in connection with the construction, meaning or taken on interpretation of this Agreement. The preamble and the recitals set forth at the beginning of this Agreement are incorporated by reference into and made a day that is not a Business Day or on which a government office is not open with respect part of this Agreement. (o) Any payment to which a filing must be made, then such action made pursuant hereto shall be required made in U.S. dollars and by wire transfer of immediately available funds. (p) All references to be done statutes shall include all regulations promulgated thereunder, and all references to statutes and related regulations shall include all amendments of the same and any successor or taken not on such day but on the first succeeding Business Day thereafterreplacement statutes and regulations.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Parent, any documents or other materials posted to the electronic data room located at h▇▇▇▇://▇▇.▇▇▇▇▇▇.▇▇▇ under the project names “VSee” and “iDoc” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part Unless the context of this Agreement and shall not be deemed otherwise clearly requires, (a) references to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be plural include the language chosen by the parties to express their mutual intentsingular, and no rules of strict construction will be applied against any party. 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. Unless otherwise indicated references to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (ivb) references to one gender include the other gender, (c) the words “include,” “includes” or and “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation”; ,” (vd) financial the terms “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (e) the terms “day” and “days” mean and refer to calendar day(s), (f) the terms “year” and “years” mean and refer to calendar year(s) and (g) all references to dates and times herein, except as otherwise specifically noted, shall refer to Los Angeles, CA time. If any payment is required to be made, or other action (including the giving of notice) is required to be taken, pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the meanings next succeeding Business Day. Unless otherwise set forth herein, references in this Agreement to any document, instrument or agreement (including this Agreement) (i) include and incorporate all schedules and other attachments thereto, (ii) include all documents, instruments or agreements issued or executed in replacement thereof and (iii) mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time, in each case to the extent that such terms under GAAP schedules, attachments, replacements, amendments, modifications or supplements have been provided to Parent. Unless otherwise set forth herein, references in this Agreement to a particular applicable Law means such applicable Law as amended, modified, supplemented or succeeded, from time to time and in effect at any given time and any rules or regulations promulgated thereunder. All Article, Section, Schedule and Exhibit references herein are to Articles, Sections, Schedules and Exhibits of this Agreement unless otherwise specified herein; (vi) references specified. This Agreement shall not be construed as if prepared by one of the Parties, but rather shall be construed according to its fair meaning as a whole, as if all Parties had prepared it. Any reference in this Agreement to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” dollars shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterU.S. dollars.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 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. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (ve) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vif) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viig) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viiih) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ixi) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Voting and Support Agreement together with the Schedule hereto, as the same may from time to time be amended, modified, supplemented, or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsSchedule hereto, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections or Schedules are to Articles, Sections and Schedules of this Agreement; and (ixk) if all references to any action under Law will be to such Law as amended, supplemented or otherwise modified from time to time. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done construed as if drafted jointly by the Parties hereto, and no presumption or taken not on such day but on burden of proof shall arise favoring or disfavoring any party by virtue of the first succeeding Business Day thereafterauthorship of any provision of this Agreement.

Construction; Interpretation. The term “this Agreement” means this Sponsor Letter Agreement, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Sections are to Sections of this Agreement; (k) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixl) if all references to the “date hereof” mean the date of this Agreement. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. (a) The table of contents and headings herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. The language used Where a reference in this Agreement will be deemed is made to be the language chosen by the parties to express their mutual intentan Annex, and no rules of strict construction will be applied against any party. This Agreement Exhibit, Section or Schedule, such reference shall be construed as if drafted jointly by the partiesto an Annex, and no presumption Exhibit, Section or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a wholenoun), including it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the Schedules singular have a comparable meaning when used in the plural and exhibitsvice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not to any be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular sectionclass of acts, subsectionmatters or things. Unless the context of this Agreement clearly requires otherwise, paragraph, subparagraph or clause contained in this Agreement; (ii) words importing the masculine gender shall also include the feminine and neutral genders, genders and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) . Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (v) financial .” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Except as otherwise specifically provided herein, currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to such terms them under GAAP unless otherwise specified herein; (vi) references IFRS. References to “$written” or “dollarin writing” include documents in electronic form or “US$” transmission by email. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith; provided, that for purposes of any representations and warranties set forth in this Agreement that are made as of a specific date, references to United States dollars; any Law shall be deemed to refer to such Law as amended as of such date. (viid) where the context permitsWhenever this Agreement refers to a number of days, the use of the term “or” will be non-exclusive and equivalent such number shall refer to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if calendar days unless Business Days are specified. Whenever any action under this Agreement is required to must be done taken hereunder on or taken on by a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action may be validly taken on or by the next day that is a Business Day. (e) The Parties have drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall be required to be done arise favoring or taken not on such day but on disfavoring any Party by virtue of the first succeeding Business Day thereafterauthorship of any provision of this Agreement.

Construction; Interpretation. The term “this Agreement” means this Voting and Support Agreement together with the Schedule I hereto, as the same may from time to time be amended, modified, supplemented, or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsSchedule I hereto, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections or Schedules are to Articles, Sections and Schedules of this Agreement; and (ixk) if all references to any action under Law will be to such Law as amended, supplemented or otherwise modified from time to time. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done construed as if drafted jointly by the Parties hereto, and no presumption or taken not on such day but on burden of proof shall arise favoring or disfavoring any party by virtue of the first succeeding Business Day thereafterauthorship of any provision of this Agreement.

Construction; Interpretation. The term “this Agreement” means this Voting and Support Agreement together with the Schedule hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. The language In this Agreement, unless the context otherwise requires: (a) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement, the Merger Agreement, or any Ancillary Document has the meaning assigned to such term in accordance with GAAP; (d) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (e) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”; (h) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case to be followed by the words “consistent with past practice”; (i) any agreement, instrument, insurance policy, Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, regulations, rules or Orders) by succession of comparable successor statutes, regulations, rules or Orders and references to all attachments thereto and instruments incorporated therein; (j) except as otherwise indicated, all references in this Agreement will be deemed to be the language chosen by words “Section,” “Article,” “Schedule” and “Exhibit” are intended to refer to Sections, Articles, Schedules and Exhibits to this Agreement; and (k) the parties term “Dollars” or “$” means United States dollars. Any reference in this Agreement to express their mutual intenta Person’s directors shall include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers shall include any Person filling a substantially similar position for such Person. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, and no rules in the event an ambiguity or question of strict construction will be applied against any party. This intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the partiesParties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to HighCape, any documents or other materials posted to the electronic data room located w▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Project T▇▇▇▇” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement and any other documents or materials posted prior to the date hereof or delivered to HighCape or its representatives which posting or delivery was acknowledged by email by HighCape or its representatives; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixl) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement together with the schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This 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 AgreementParties. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; and (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” . Where a reference in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required made (i) to be done any agreement (including this Agreement), contract, statute or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be maderegulation, then such action reference shall be required to (except as context may otherwise require) the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof) and (ii) to any statute or regulation, such reference shall also be done to any rules or taken not on such day but on the first succeeding Business Day thereafterregulations promulgated thereunder.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience only, do not constitute a part of this Agreement only and shall not be deemed to limit affect in any way the meaning or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 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 interpretation of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$U.S. $” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not exclusive; (viiig) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to ARYA, any documents or other materials posted to the electronic data room located at ▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Apollo AT” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement; (l) all references to any Law will be to such Law, as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are This Agreement is the result of the joint efforts of the Parties, and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the Parties and there is to be no construction for convenience onlyor against any party based on any presumption of that party’s involvement, do not constitute a part or lack of involvement, in the drafting thereof. Any reference to any federal, state, local or foreign Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Whenever used in this Agreement and Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 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. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine plural as well as the singular and neutral to cover all genders, and vice versa; (iii) words importing the singular terms “include” and “including” shall also include be inclusive and not exclusive and, to the plural, and vice versa; (iv) extent not already followed by the words “include,” “includeswithout limitation” or “includingbut not limited to,” shall be deemed to be followed by the words “without limitation”; .” Unless otherwise specified, the terms “hereof,” “herein,” “hereunder,” “herewith” and similar terms refer to this Agreement as a whole (v) financial terms shall have including the meanings given Schedules and Exhibits to such terms under GAAP unless otherwise specified herein; (vi) this Agreement), and references herein to Sections and Articles refer to sections and articles of this Agreement. All references herein to “Dollars” or “$” or “dollar” or “US$” shall be deemed to be references to United States dollars; U.S. Dollars. Any document, list or other item shall be deemed to have been “made available” to Buyer Parties for all purposes hereof only if such document, list or other item was posted at least two (vii2) where the context permits, the use of the term “or” will be non-exclusive and equivalent Business Days prior to the use of the term “and/or”; (viii) the word “extent” date hereof in the phrase “to electronic data room established by HoldCo in connection with the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereaftertransactions contemplated hereby.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 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 (a) For purposes of this Agreement. Unless otherwise indicated to the contrary herein by , whenever the context or use thereofrequires: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular number shall also include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. (ivb) The Parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (c) As used in this Agreement, the words “include” and “including,” “includes” or “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”; (vd) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permitsAs used in this Agreement, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”; (e) As used in this Agreement, the word “will” shall be deemed to have the same meaning and effect as the word “shall.” (ixf) if any action under As used in this Agreement, the terms “or,” “any” or “either” are not exclusive. (g) Except as otherwise indicated, all references in this Agreement is required to “Sections,” “Exhibits” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits or Schedules to this Agreement. (h) The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be done a part of this Agreement and shall not be referred to in connection with the construction or taken on a day that is not a Business Day or on which a government office is not open with respect interpretation of this Agreement. (i) Any payment to which a filing must be made, then such action made pursuant hereto shall be required to be done or taken not on such day but on the first succeeding Business Day thereaftermade in U.S. dollars and by wire transfer of immediately available funds.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor their respective counsels, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data room located at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the project name “DR” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. Each of the Parties, and their respective counsel, have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the Parties. The headings herein are for convenience only, do not constitute a part terms of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties Parties hereto to express their mutual intent, and no rules rule of strict construction will shall be applied against any party. This Party, but rather this Agreement shall be construed and interpreted in accordance with the fair meaning thereof, having due regard to the benefits and rights intended to be conferred upon the Parties hereto and the limitations and restrictions upon such rights and benefits intended to be provided. The term “this Agreement” means this Transition Services Agreement together with the Schedules and Exhibits hereto, as if drafted jointly by the partiessame may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings set forth in this Agreement are inserted for convenience only and no presumption shall not affect in any way the meaning or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions interpretation of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; and (ixk) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) references from or through any date mean from and including or through and including such date, respectively, (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (l) the words “provided”, “delivered”, or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to CBRG, any documents or other materials posted to the electronic data room located at d▇▇▇▇▇▇▇.▇▇▇ under the project name “Phytanix” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement; (m) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (n) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (ixo) if the phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this Agreementparty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsSchedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless business day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, or Schedules are to Articles, Sections, and Schedules of this Agreement; and (ixk) if all references to any action under this Agreement is required law will be to be done such law as amended, supplemented or taken on a day that is not a Business Day otherwise modified or on which a government office is not open with respect re-enacted from time to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereaftertime.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will shall be deemed to be the language chosen by the parties Parties to express their mutual intent, and no rules rule of strict construction will shall be applied against any partyParty. This Agreement Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be construed as if drafted jointly deemed to be followed 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. words “without limitation.” Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) other than references to Sections of the Company Disclosure Letter, all references to Sections, Articles, Exhibits or Annexes are to the Sections, Articles, Exhibits or Annexes of or to this Agreement; (b) the words, “herein,” “hereto,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular section, subsection, paragraph, subparagraph Section or clause contained in paragraph of this Agreement; (iic) masculine gender shall will also include the feminine and neutral genders, and vice versa; (iiid) words importing the singular shall will also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viiie) the word “extentor” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall is disjunctive but not mean simply “if”necessarily exclusive; and (ixf) if any action under except for references to statutes and regulations as set forth in Articles V and VI, which shall only be construed as references to such statutes and regulations as of the date of this Agreement is required Agreement, references to statutes will include all regulations promulgated thereunder and references to statutes or regulations will be done construed as including all statutory and regulatory provisions consolidating, amending or taken on a day that is not a Business Day replacing the statute or on which a government office is not open with respect regulation. Unless otherwise specified in this Agreement, all references to which a filing must currency, monetary values and dollars set forth herein will mean United States (U.S.) dollars and all payments hereunder will be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereaftermade in U.S. dollars.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part parties hereto have participated jointly in the negotiation and drafting of this Agreement and shall not be deemed to limit Agreement. In the event an ambiguity or affect any question of the provisions hereof. The language used in intent or interpretation arises, this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, parties hereto and no presumption or burden of proof shall will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise indicated The parties intend that each representation, warranty, covenant, obligation, agreement and condition contained herein will have independent significance. The phrases “the date of this Agreement,” “the date hereof” and terms of similar import, shall be deemed to refer to the contrary herein by date set forth in the context or use thereof: (i) the words, first paragraph of this Agreement. The words “hereof,” “herein,” “hereto,” “hereofhereby” and other words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) whole unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) .” All references in this Agreement to “$” are to United States currency. All references in this Agreement to “Form S-3” shall include any successor form thereto. Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. A reference to the male gender shall be deemed to be a reference to the female gender and vice versa. Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on other than a Business Day, the party having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “dollar” or “US$day” shall be references to United States dollars; (vii) where the context permitsinterpreted as a calendar day. For purposes of this Agreement, the use Company may deem and treat the registered holder of Registrable Securities as the term “or” will Shareholder and absolute owner thereof, and the Company shall not be non-exclusive and equivalent affected by any notice to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereaftercontrary.

Construction; Interpretation. The headings herein are for convenience onlyNo Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty hereto. Unless otherwise indicated to the contrary herein in this Agreement by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular section, subsection, paragraph, subparagraph Section or clause contained in this Agreementparagraph hereof; (iib) words importing the masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) reference to any Person includes such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this clause (d) is intended to authorize any assignment or transfer not otherwise expressly permitted by this Agreement; (e) reference to a Person in a particular capacity or capacities excludes such Person in any other capacity; (f) reference to any Contract means such Contract as amended, supplemented or modified from time to time in accordance with the words “include,” “includes” or “including” terms thereof; (g) all references to Sections shall be deemed to be followed references to the Sections of this Agreement unless otherwise provided; (h) all references to Exhibits shall be deemed to be references to the Exhibits attached hereto which are made a part hereof and incorporated herein by reference; (i) with respect to the determination of any period of time, the word “from” means “from and including” and the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to to” and “$until” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase each means “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “ifbut excluding;”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 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 AgreementAgreement or any of the Transaction Documents. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viivi) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viiivii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ixviii) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) references from or through any date mean from and including or through and including such date, respectively, (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (l) the words “provided”, “delivered”, or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to ARYA, any documents or other materials posted to the electronic data room located at ▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Adagio” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement; (m) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (n) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (ixo) if the phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: thereof (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; , (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; , (iiic) words importing the singular shall also include the plural, and vice versa; , (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; , (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; , (viif) where the context permits, the use of the term word “or” will be non-exclusive is disjunctive but not necessarily exclusive, (g) the words “writing”, “written” and equivalent comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form, (h) the use of the term word “and/or”; day” means calendar day unless Business Day is expressly specified, (viiii) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; , (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to any Priveterra Party, any documents or other materials posted to the Donnelley Financial Solutions Venue electronic data room maintained by the Company as of 11:59 p.m., Pacific Time, on the day prior to the date of this Agreement, (l) all references to any Law will be to such Law as amended, supplemented, restated or otherwise modified or re-enacted from time to time, and (ixm) if all references to any Contract are to such Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Asset Purchase Agreement together with the schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by according to their fair meaning and not strictly for or against any Party. Any reference to any particular Code section or any other Law or regulation will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified. All references to “$” shall be deemed references to United States dollars. Unless the partiescontext otherwise requires, and no presumption any reference to a “Section,” “Exhibit,” “Disclosure Schedule” or burden of proof “Schedule” shall arise favoring or disfavoring any party by virtue of the authorship of any provisions be deemed to refer to a section of this Agreement, exhibit to this Agreement or a schedule to this Agreement, as applicable. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) otherwise requires, the words, words “hereinhereof,” “hereto,herein” and “hereofhereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained in provision of this Agreement; (ii) masculine gender . The word “including” and words of similar import shall also include the feminine and neutral gendersmean “including, and vice versa; (iii) words importing without limitation.” The word “or” shall not be exclusive. Words in the singular shall also be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires. All pronouns and any variations thereof refer to the masculine, feminine or neuter, single or plural, and vice versa; (iv) as the words “include,” “includes” or “including” context may require. English shall be deemed the governing language of this Agreement. References to be followed by the words “without limitation”; (v) financial terms any statute, listing rule, rule, standard, regulation or other law shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent include a reference to the use of the term “and/or”; (viii) the word “extent” corresponding rules and regulations and, in the phrase “to the extent” shall mean the degree to which a subject or other thing extendseach case, any amendments, modifications, supplements and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterconsolidations.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to MEOA, any documents or other materials posted to the electronic data room located at [●] under the project name “Digerati” as of 5:00 p.m., Eastern Time, at least one day prior to the date of this Agreement; (1) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Asset Purchase Agreement together with all the disclosure schedules to this Agreement (the “Schedules”) and exhibits hereto (the “Exhibits”), as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The table of contents and headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including including, the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) whenever the words “include,” “includes” or “including” used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ve) financial all terms defined in this Agreement shall have the defined meanings given to such terms under GAAP when used in any certificate or other document made or delivered pursuant hereto unless otherwise specified hereindefined therein; (vif) any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes and all regulations promulgated thereunder; (g) references to documents or records herein shall include physical and electronic versions thereof; (h) references to a Person are also to its permitted successors and assigns; (i) all references to “dollars” or “$” refer to currency of the United States of America; (j) when a reference is made in this Agreement to a “director” of any Party, or “dollar” or “US$” any of such Party’s Affiliates, such reference shall be references to United States dollarsa member of the board of directors or equivalent board of such entity; (viik) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall is not mean simply “if”exclusive; and (ixl) if any action under reference to any documents or information “provided” or “made available” by the Company shall mean (i) such documents and information as are included in the electronic data room administered by the Company at least five (5) Business Days prior to the date of this Agreement is required to be done or taken and (ii) any documents and information set forth on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterSchedule 9.

Construction; Interpretation. The term “this Agreement” means this Termination and Fee Agreement together with the Annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsAnnexes, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections or Annexes are to Articles, Sections or Annexes of this Agreement; and (ixk) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.. [Signature Page Follows]

Construction; Interpretation. The term “this Agreement” means this Shareholder Lock-Up Agreement, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this Agreementparty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Sections are to Sections of this Agreement; and (ixk) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. When calculating the period of time before which, within which or following which any action under this Agreement is required to be done or taken on a done, the date that is the reference date in calculating such period shall be excluded and if the last day that of such period is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to the Carmell Parties, any documents or other materials posted to the electronic data room located at the Carmell Due Diligence folder maintained by the Company as of 5:00 p.m., Eastern Time, at least one (1) day prior to the Closing Date ; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to such Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor their respective counsels, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data room hosted by Citrix ShareFile and managed by the Company under the project name “Pegasus” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with all Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the wordswords “herein”, “herein,” “hereto,” ”, “hereof” and words of similar import refer to this Agreement as a whole, including including, without limitation, the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,including” and “includessuch as” or and words of similar import when used in this Agreement shall mean “including” , without limitation”; (e) all references to any period of days shall be deemed to be followed by to the words relevant number of calendar days unless otherwise specified; (f) the word “without limitationwill” shall be construed to have the same meaning as the word “shall”; (vg) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term word “or” will shall not be non-exclusive and equivalent to the use of the term “and/or”exclusive; (viiih) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (ixin the case of Law) if any action under this Agreement is required by succession of comparable successor Law and references to be done all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or taken on a day that is not a Business Day or on which a government office is not open with respect dollars shall refer to which a filing must be madeUnited States dollars, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterunless otherwise specified.

Construction; Interpretation. (a) The term “this Agreement” means this Agreement together with all appendices, schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made herein to Articles, do not constitute a part Sections, subsections, Appendices, Schedules or Exhibits, such reference shall be to an Article, Section or subsection of, or an Appendices, Schedule or an Exhibit to this Agreement unless otherwise indicated. No party hereto, nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit for purposes of construing or affect any of enforcing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the partiesaccording to their fair meaning and not strictly for or against any party, and no presumption or burden of proof shall will arise favoring or disfavoring any party Person by virtue of the its authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules appendices, schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (vi) references to “dollar”, “dollars” or “$” shall be to the lawful currency of the United States; (vii) references to any Person include the predecessors, successors and permitted assigns of that Person; (viii) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively; (ix) if subject to clause (x) immediately below, the phrases “provide to,” “made available” and “deliver to” and phrases of similar import mean that a true, correct and complete paper or electronic copy of the information or material referred to has been delivered to the party to whom such information or material is to be provided; and (x) the phrases “provided to Acquirer” or “made available to Acquirer” and phrases of similar import means, with respect to any action information, document or other material of the Company, the Unitholders or their respective Affiliates, that such information, document or material was made available for review and properly indexed by the Company and its representatives in the virtual data room established by Acquirer in connection with this Agreement at least forty-eight (48) hours prior to the execution of this Agreement. Where a reference is made to a Contract, instrument or applicable Law, such reference is to such Contract, instrument or applicable Law as amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and, in the case of applicable Law, by succession of comparable successor applicable Law and references to all attachments thereto and instruments incorporated therein. All references to “days” shall be to calendar days unless otherwise indicated as a “Business Day.” Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the tenth decimal place, except (i) in respect of payments, which shall be rounded to the nearest whole U.S. cent and (ii) as set forth in Section 1.3(f). All notices, requests, consents, claims, demands, waivers and other communications required under this Agreement is required or any Ancillary Document to be done delivered in writing, shall be deemed to be delivered for purposes hereof and thereof if delivered via facsimile or taken on a day that is not a Business Day or on which a government office is not open email in accordance with Section 10.4. (b) The parties hereto have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, hereby waive, with respect to which a filing must be madethis Agreement, then such action each appendices, schedule and each exhibit attached hereto, the application of any applicable Law or rule of construction providing that ambiguities in an agreement or other document shall be required to be done construed against the party drafting such agreement or taken not on such day but on the first succeeding Business Day thereafterdocument.

Construction; Interpretation. The table of contents and the section and other headings herein and subheadings contained in this Agreement and the exhibits hereto are solely for convenience onlythe purpose of reference, do are not constitute a part of the agreement of the Members, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit hereto. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. Unless otherwise specified, all references to days or months shall be deemed references to calendar days or months. All references to “$” shall be deemed references to United States dollars. Unless the context otherwise requires, any reference to a “Section,” “Exhibit” or “Schedule” shall be deemed to refer to a section of this Agreement, exhibit to this Agreement or a schedule to this Agreement, as applicable. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” shall mean “including, without limitation”. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Whenever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words “or,” “either” and “any” shall not be deemed to limit or affect any of the provisions hereofexclusive. The Members have participated jointly in the negotiation and drafting of this Agreement; accordingly, the language used in this Agreement will shall be deemed to be the language chosen by the parties Members to express their mutual intent, and no rules rule of strict construction will shall be applied against any partyPerson. This If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the partiesMembers, and no presumption or burden of proof shall arise favoring or disfavoring any party Member by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise indicated Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words extent of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterconflict.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided”, “delivered” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Armada, any documents or other materials posted to the electronic data room located at ▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Volante” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the Original Date; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Rotor, any documents or other materials posted to the electronic data room located at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇, as of 5:00 p.m., Eastern Time, or otherwise provided by e-mail from counsel to the Company, on the one hand, to counsel to Rotor or the Special Committee, on the other hand, in either case, at least two (2) Business Days prior to the date hereof; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified from time to time; (m) whenever the words “in the ordinary course of business,” “in the ordinary course” or words of similar import are used in this Agreement, they shall be deemed to be followed by the words “consistent with its past practice” and shall be construed to mean in the ordinary and usual course of normal day-to-day operations of the business of such Person consistent with its past practice; and (ixn) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein Table of Contents by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viii) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) the word “day” means calendar day unless Business Day is expressly specified; (x) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (xi) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; and (ixxii) if all references to any Law will be to such Law as amended, supplemented or otherwise modified from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. To the extent this Agreement refers to information or documents that have been made available, delivered or otherwise provided by Sellers or the Group Companies to Buyer or any of its Affiliates, such obligation shall be deemed to be satisfied, and such information or documentation shall be deemed to have been made available, delivered or otherwise provided to Buyer or its Affiliates, as applicable, for all purposes under the Agreement, if and to the extent such information or documentation has been posted in the electronic data room maintained by Sellers for the purposes of the transaction contemplated by this Agreement no later than one day prior to the date of this Agreement or such information or documentation was made available or otherwise provided to Buyer, its Affiliates or any of their Representatives in-person at the Sellers’ headquarters. Notwithstanding anything to the contrary in this Agreement, whenever the term “Buyer” is used, it shall be deemed to refer to, prior to the Closing, HYAC only and, from and after the Closing, each of HYAC and Dory Parent or either HYAC or Dory Parent, as the context so requires.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Longview, any documents or other materials posted to the electronic data room located w▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Project Clay” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement and any other documents or materials posted prior to the date hereof or delivered to Longview or its representatives which posting or delivery was acknowledged by email by Longview or its representatives; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Annexes, Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Annexes, Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is not exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Annexes, Exhibits or Schedules are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement; (ixk) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to M3, any documents or other materials made available by physical or electronic means; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); (n) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Membership Interest Purchase Agreement together with the Seller Disclosure Schedule and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this Agreementparty. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) “$” and “dollar” shall refer to U.S. dollars; (v) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references the phrase “made available,” when used in reference to “$” a document, means that the document was (A) delivered or “dollar” provided to Purchaser or “US$” shall be references any Representative thereof or (B) made available for viewing in the Electronic Data Room as it existed as of 6:00 p.m. Eastern Time no more than three (3) Business Days prior to United States dollars; the date of this Agreement, and (vii) where the context permits, the use references herein to “ordinary course of the term “orbusiness” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” or similar references shall mean the degree to which a subject ordinary course of business of the Company or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterapplicable Subsidiary thereof.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is not exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) references from or through any date mean from and including or through and including such date, respectively; (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (l) the words “provided”, “delivered” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Pathfinder, any documents or other materials posted to the electronic data room located at Datasite (▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/global/projects) under the project name “Project Stronghold” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the Original Effective Date; (m) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (n) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (ixo) if the phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Securities Purchase Agreement together with the Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms of this Agreement. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used contained in this Agreement are inserted for convenience only and will be deemed to be not affect in any way the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption meaning or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions interpretation of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) masculine gender shall will also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall will also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall will be deemed to be followed by the words “without limitation”; (ve) financial terms any reference to any federal, state, provincial, territorial, local, or foreign statute or Law shall have be deemed also to refer to all rules and regulations promulgated thereunder, unless the meanings given to such terms under GAAP unless otherwise specified hereincontext requires otherwise; (vif) any reference to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; (g) all references to “$” dollars or “dollar” or “US$” $ shall be references to United States mean Canadian dollars, unless specifically stated otherwise; (viih) where the context permitsterm “made available” means, with respect to any document or information, that the use same has been made available to Buyer by means of the term virtual dataroom established by the Company, ZMC Blocker or Management Holdcos or otherwise delivered, made available or provided to Buyer or its representatives electronically, physically or by other means or on behalf of the Company, ZMC Blocker, Management Holdcos, Sellers, an Affiliate or one or more of the respective representatives of each; (i) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and (j) whenever the word “or” is used in this Agreement, it shall not be deemed exclusive (i.e., unless context requires otherwise “or” will be non-exclusive and equivalent interpreted to the use mean “and/or” rather than “either/or”). Each of the term “and/or”; (viii) the word “extent” in the phrase “Parties acknowledges that each Party to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement has been represented by legal counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterexpressly waived.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with all schedules (“Schedules”) and exhibits (“Exhibits”) hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. References herein to a specific section, subsection, clause, recital, schedule or exhibit shall refer, respectively, to sections, subsections, clauses, recitals, schedules or exhibits of this Agreement, unless otherwise specified. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) the masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) the words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (ve) financial “writing,” “written” and comparable terms shall have the meanings given refer to such terms under GAAP unless otherwise specified hereinprinting, typing and other means of reproducing words (including electronic media) in a visible form; (vif) references to the words “$neither,” or “dollarnor,” or “US$any,” shall be references to United States dollars; (vii) where the context permits, the use of the term “either” and “or” will shall not be non-exclusive and equivalent to the use of the term “and/or”exclusive; (viiig) the word all references to dates and times herein, except as otherwise specifically noted, shall refer to New York City time; (h) any reference to “extentdays” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”means calendar days unless Business Days are expressly specified; and (ixi) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter; (j) the term “Dollars” and “$” mean dollars in the lawful currency of the United States of America; (k) the word “will” shall be construed to have the same meaning and effect as the word “shall”; and (l) the words “provided to,” “delivered” or “made available” and words of similar import refer to documents that were posted to the Dataroom or provided via email to Parent or its representatives, in each case, preceding the date hereof (but only if Parent and its representatives had access to such documents in such Dataroom and such documents were not removed from such Dataroom prior to the execution of this Agreement).

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided”, “delivered” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to AJAX, any documents or other materials posted to the electronic data room located at ▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Project Capri” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules, Annexes and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits, Annexes or Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement; (k) the words “made available” (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to ACT, any documents or other materials posted to the electronic data room located at ▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Project Takeoff” as of 5:00 p.m., Eastern Standard Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or reenacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SilverBox, any documents or other materials posted to the electronic data room located at Donnelley Financial Solutions Venue under the project name “Project Operator” or otherwise provided to or made available to SilverBox or its Representatives as of 5:00 p.m., Eastern Time, at least one day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (ixn) if all references to SilverBox in relation to any time following the Pubco Merger shall be deemed to be referenced to Pubco. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement together with all Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement and the Disclosure Schedules are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit for purposes of construing or affect any of enforcing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the partiesaccording to their fair meaning and not strictly for or against any Party, and no presumption or burden of proof shall will arise favoring or disfavoring any party Person by virtue of the its authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this AgreementAgreement unless, in each case, the context otherwise requires; (ii) the masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given all references to such terms under GAAP unless otherwise specified hereinArticles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (vi) references to the word “$or” or “dollar” or “US$” shall be references to United States dollarsis disjunctive and not exclusive; (vii) where the context permitswords “writing,” “written” and comparable terms refer to printing, the use typing and other means of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”reproducing words (including electronic media) in a visible form; (viii) references to any Person include the successors and permitted assigns of that Person and the predecessors in interest of that Person; (ix) references from or through any date mean, unless otherwise specified, from and including or through and including, respectively; (x) the words “dollar,” “USD” or “$” shall mean U.S. dollars; (xi) the word “extentday” in means calendar day unless Business Day is expressly specified; (xii) the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ixxiii) if the phrase “ordinary course of business” shall be deemed to be followed by the phrase “consistent with past practice”. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. References to documents being “provided,” “made available” or “delivered” shall mean that any such document was (x) actually delivered to Buyer or (y) posted in the Data Room by 5:00 p.m. Eastern Time on the date prior to the date of this Agreement. Notwithstanding anything to the contrary in this Agreement, each representation and warranty set forth in this Agreement and the Ancillary Documents is given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached, and whether such other representation or warranty is more general or more specific, narrower or broader or otherwise, will not affect the incorrectness or breach of such particular representation or warranty.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to ARYA, any documents or other materials posted to the electronic data room located ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Project ▇▇▇▇▇▇▇” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Sandbridge, any documents or other materials posted to the electronic data room located at ▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Project Olympus” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement together with all Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit for purposes of construing or affect any of enforcing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the partiesaccording to their fair meaning and not strictly for or against any Party, and no presumption or burden of proof shall will arise favoring or disfavoring any party Person by virtue of the its authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” ”, “hereto,” ”, “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” ”, “includes” or “including” shall be deemed to be followed by the words “without limitation” and the language following “include”, “includes” or “including” shall not be deemed to set forth an exhaustive list; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (vi) references to “dollar”, “dollars” or “$” shall be to the lawful currency of the United States; (vii) references to a Contract or applicable Law are to such Contract or applicable Law as amended, modified or supplemented, including in the case of Contracts by waiver or consent and in the case of applicable Law, by succession of comparable successor applicable Law and all references to all attachments thereto and instruments incorporated therein; (viii) references to a Person include the successors and permitted assigns of such Person; (ix) if any action under this Agreement the word “or” will not be limiting or exclusive; (x) the phrases “provide to”, “made available” and “deliver to” and phrases of similar import mean that a true, correct and complete paper or electronic copy of the information or material referred to has been delivered the Party to whom such information or material is required to be done provided; and (xi) the phrases “provided to Buyer” or taken on a day that is not a Business Day or on which a government office is not open “made available to Buyer” and phrases of similar import means, with respect to which a filing must be madeany information, then document or other material of the Company or any of its Subsidiaries, that such action information, document or material was made available for review and properly indexed by the Company and its Representatives in the virtual data room established by the Company in connection with this Agreement (the “Data Room”) at least forty-eight (48) hours prior to the execution of this Agreement. All payments made by Buyer pursuant to this Agreement shall be required to be done or taken not on such day but on the first succeeding Business Day thereaftermade in United States dollars.

Construction; Interpretation. The term “this Agreement” means this Amended and Restated Equity Purchase Agreement together with all Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party hereto, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit for purposes of construing or affect any of enforcing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and not strictly for or against any party and no presumption or burden of proof shall will arise favoring or disfavoring any party Person by virtue of the its authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial except as otherwise set forth in this Agreement, any accounting terms shall have the meanings be given to such terms their definition under GAAP unless otherwise specified hereinGAAP; (vi) references to “$” a particular statute or “dollar” or “US$” shall be references regulation include all rules and regulations thereunder as in effect as of the time to United States dollarswhich such reference relates; (vii) where the context permits, word “will” shall have the use of same meaning as the term word “or” will be non-exclusive and equivalent to the use of the term “and/orshall”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if references to “dollar”, “dollars” or “$” shall be to the lawful currency of the United States; (x) references to “day” or “days” in the lower case means calendar days; (xi) references to “date hereof” are to the date of this Agreement; (xii) references to a particular Person include such Person’s successors and assigns to the extent not prohibited by this Agreement; (xiii) the word “or” shall include both the conjunctive and disjunctive, and “any” shall mean “one or more”; (xiv) references to any action under Governmental Entity or law shall mean and include any successor or replacement Governmental Entity or law to the referenced one and any amendment, modification or restatement of any such law; and (xv) the phrases “delivered” or “made available” shall mean that the information referred to has been physically or electronically delivered to the relevant parties at least two (2) days prior to the Signing Date. Except as otherwise indicated, all references in this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect sections, exhibits and schedules are intended to which a filing must be maderefer to the sections of, then such action shall be required exhibits and schedules to be done or taken not on such day but on the first succeeding Business Day thereafterthis Agreement.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to CHFW, any documents or other materials posted to the electronic data room located ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Project Big Sur” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein Headings of the Articles and Sections of this Agreement are for convenience only, do not constitute a part of the Parties only and shall be given no substantive or interpretive effect whatsoever. The table of contents to this Agreement is for reference purposes only and shall not be deemed to limit affect in any way the meaning or affect interpretation of this Agreement. Whenever required by the context, any of the provisions hereof. The language pronoun used in this Agreement will or the Schedules hereto shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns and verbs shall include the plural and vice versa. Unless otherwise specified, reference to any agreement, document, instrument or Law means such agreement, document, instrument or Law as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be the language chosen followed by the parties words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to express their mutual intentthis Agreement as a whole and not to any particular provision of this Agreement. Unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to June 5, 2014, regardless of any amendment or restatement hereof. Unless the context otherwise requires, “or,” “neither,” “nor,” “any,” “either,” and “and/or” shall not be exclusive. The word “extent” in the phase “to the extent” means the degree to which a subject or other thing extends, and no rules such phrase does not simply mean “if.” The words “shall” and “will” have the same meaning. Except as otherwise provided in this Agreement, all accounting terms shall have their respective meanings under GAAP. All references to dollars or “$” shall be references to United States dollars. Whenever this Agreement refers to a number of strict construction will days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be applied against any partytaken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. This The Parties have participated jointly in the negotiation and drafting of this Agreement, the Transaction Agreement and the Ancillary Agreements. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the partiesParties, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the wordsAll article, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained schedules and exhibit references used in this Agreement; Agreement are to articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified. The exhibits and schedules attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. If a term is defined as one part of speech (ii) masculine gender shall also include the feminine and neutral genderssuch as a noun), and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms it shall have the meanings given to a corresponding meaning when used as another part of speech (such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which as a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterverb).

Construction; Interpretation. The headings herein Headings of the Articles and Sections of this Agreement are for convenience only, do not constitute a part of the Parties only and shall be given no substantive or interpretive effect whatsoever. The table of contents to this Agreement is for reference purposes only and shall not be deemed to limit affect in any way the meaning or affect interpretation of this Agreement. Whenever required by the context, any of the provisions hereof. The language pronoun used in this Agreement will or the Schedules and Exhibits hereto shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns and verbs shall include the plural and vice versa. Unless otherwise specified, reference to any agreement, document, plan, instrument or Law means such agreement, document, plan, instrument or Law as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be the language chosen followed by the parties words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to express their mutual intentthis Agreement as a whole and not to any particular provision of this Agreement. Unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to June 9, 2014, regardless of any amendment or restatement hereof. Unless the context otherwise requires, “or,” “neither,” “nor,” “any,” “either,” and “and/or” shall not be exclusive. The word “extent” in the phase “to the extent” means the degree to which a subject or other thing extends, and no rules such phrase does not simply mean “if.” The words “shall” and “will” have the same meaning. Except as otherwise provided in this Agreement, all accounting terms shall have their respective meanings under GAAP. All references to dollars or “$” shall be references to U.S. dollars. Whenever this Agreement refers to a number of strict construction will days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be applied against any partytaken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. This The Parties have participated jointly in the negotiation and drafting of this Agreement, the Transaction Agreement, the Separation Agreement and the other Ancillary Agreements. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the partiesParties, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the wordsAll article, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained schedules and exhibit references used in this Agreement; Agreement are to articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified. The exhibits and schedules attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. If a term is defined as one part of speech (ii) masculine gender shall also include the feminine and neutral genderssuch as a noun), and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms it shall have the meanings given to a corresponding meaning when used as another part of speech (such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which as a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterverb).

Construction; Interpretation. The term “this Agreement” means this Merger Agreement together with all Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party hereto, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit for purposes of construing or affect any of enforcing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and not strictly for or against any party and no presumption or burden of proof shall will arise favoring or disfavoring any party Person by virtue of the its authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial except as otherwise set forth in this Agreement, any accounting terms shall have the meanings be given to such terms their definition under GAAP unless otherwise specified hereinGAAP; (vi) references to “$” a particular statute or “dollar” or “US$” shall be references regulation include all rules and regulations thereunder as in effect as of the time to United States dollarswhich such reference relates; (vii) where the context permits, word “will” shall have the use of same meaning as the term word “or” will be non-exclusive and equivalent to the use of the term “and/orshall”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under references to “dollar”, “dollars” or “$” shall be to the lawful currency of the United States; (x) references to “day” or “days” in the lower case means calendar days; (xi) references to “date hereof” are to the date of this Agreement, (xii) references to a particular Person include such Person’s successors and assigns to the extent not prohibited by this Agreement is required or (xiii) the word “or” shall be disjunctive but not exclusive. Except as otherwise indicated, all references in this Agreement to be done sections, exhibits and schedules are intended to refer to the sections of, exhibits and schedules to this Agreement. The Parent agrees and acknowledges that all documents or taken other items delivered in writing (including by electronic mail) to the Parent or its representatives in connection with the transactions contemplated by this Agreement or uploaded and made available in the online "data room" maintained by Datasite LLC under the exchange name "Project Italy" on a day or before the date that is not a two (2) Business Day or on which a government office is not open with respect Days prior to which a filing must be made, then such action the date hereof shall be required deemed to be done have been delivered, provided or taken not on such day but on made available to the first succeeding Business Day thereafterParent or its representatives for all purposes hereunder.

Construction; Interpretation. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) references from or through any date mean from and including or through and including such date, respectively; (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; and (ixl) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. (a) The article and section headings herein contained in this Agreement are solely for convenience onlythe purpose of reference, do are not constitute a part of this Agreement the agreement of the parties and shall not be deemed to limit in any way affect the meaning or affect any interpretation of the provisions hereofthis Agreement. The language As used in this Agreement, (i) unless otherwise specified herein, the term "affiliate," with respect to any Person, shall mean and include any Person controlling, controlled by or under common control with such Person, (ii) the term "including" shall mean "including, without limitation," (iii) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other genders as the context requires, (iv) the words "hereof," "herein," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Schedules and Exhibits hereto) and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement, unless otherwise specified, (v) the word "or" shall not be exclusive, and (vi) each of BSI, DCC and Becancour LP will be deemed referred to herein individually as a "party" and collectively as "parties" (except where the context otherwise requires). Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. A reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. Any payment required to be made by any party hereto pursuant to this Agreement shall be made without setoff in United States Dollars, unless otherwise specified. (b) The parties have participated jointly in the language chosen by negotiation and drafting of this Agreement. In the parties to express their mutual intentevent an ambiguity or question of intent or interpretation arises, and no rules of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, 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. Unless otherwise indicated to the contrary herein by the context or use thereof: . (ic) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not Any reference to any particular sectionfederal, subsectionstate, paragraph, subparagraph local or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” non-United States statute or “including” Law shall be deemed also to be followed by the words “without limitation”; (v) financial terms shall have the meanings given refer to such terms under GAAP all rules and regulations promulgated thereunder, unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterotherwise requires.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor their respective counsels, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data room located w▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the project name “HUB Cyber Security” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) references from or through any date mean from and including or through and including such date, respectively, (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (l) the words “made available” (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to PCSC, any documents or other materials posted to the electronic data room located at ▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇.▇▇▇.▇▇▇ under the project name “Project StarNet (External VDR)” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement; (m) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixn) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part parties hereto have participated jointly in the negotiation and drafting of this Agreement and shall not be deemed to limit Agreement. In the event an ambiguity or affect any question of the provisions hereof. The language used in intent or interpretation arises, this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, parties hereto and no presumption or burden of proof shall will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise indicated The parties intend that each representation, warranty, covenant, obligation, agreement and condition contained herein will have independent significance. The phrases "the date of this Agreement," "the date hereof" and terms of similar import, shall be deemed to refer to the contrary herein by date set forth in the context or use thereof: (i) the words, “first paragraph of this Agreement. The words "hereof," "herein,” “hereto,” “hereof” " "hereby" and other words of similar import refer to this Agreement as a whole, including whole unless otherwise indicated. Whenever the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph words "include," "includes" or clause contained "including" are used in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” they shall be deemed to be followed by the words “"without limitation”; (v) financial terms shall have the meanings given ." All references in this Agreement to such terms under GAAP unless otherwise specified herein; (vi) references to “"$” or “dollar” or “US$” shall be references " are to United States dollars; (vii) where currency. All references in this Agreement to "Form S-3" shall include any successor form thereto. Whenever the context permitssingular is used herein, the use of same shall include the term “or” will be non-exclusive plural, and equivalent whenever the plural is used herein, the same shall include the singular, where appropriate. A reference to the use of the term “and/or”; (viii) the word “extent” in the phrase “male gender shall be deemed to be a reference to the extent” shall mean female gender and vice versa. Whenever the degree to which a subject last day for the exercise of any right or other thing extends, and such phrase shall not mean simply “if”; and (ix) if the discharge of any action duty under this Agreement is required to be done or taken falls on a day that is not other than a Business Day, the party having such right or duty shall have until the next Business Day to exercise such right or on which a government office is not open with respect to which a filing must be madedischarge such duty. Unless otherwise indicated, then such action the word "day" shall be required interpreted as a calendar day. For purposes of this Agreement, the Company may deem and treat the registered holder of Registrable Securities as the Shareholder and absolute owner thereof, and the Company shall not be affected by any notice to be done or taken not on such day but on the first succeeding Business Day thereaftercontrary.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part Perception or Antara, nor their respective counsels, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the partiesaccording to their fair meaning and not strictly for or against any Party, and no presumption Perception or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this AgreementAntara. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data room located ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Innoviz Technologies” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars, and references to “£” or “GBP” shall be references to the lawful currency of the United Kingdom; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Bannix, any documents or other materials posted to the electronic data room located at ___________ under the project name “ “ as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement, an index of which is at Section 8.7 of the Company Disclosure Schedules; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The table of contents and the section and other headings herein and subheadings contained in this Agreement and the exhibits hereto are solely for convenience onlythe purpose of reference, do are not constitute a part of the agreement of the parties hereto, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit hereto. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. Unless otherwise specified, all references to days or months shall be deemed references to calendar days or months. All references to “$” shall be deemed references to United States dollars. Unless the context otherwise requires, any reference to a “Section,” “Exhibit” or “Schedule” shall be deemed to refer to a section of this Agreement, exhibit to this Agreement or a schedule to this Agreement, as applicable. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” shall mean “including, without limitation.” Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Whenever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words “or,” “either” and “any” shall not be deemed to limit or affect any of the provisions hereofexclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement; accordingly, the language used in this Agreement will shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rules rule of strict construction will shall be applied against any partyPerson. This If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the partiesparties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise indicated Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words extent of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterconflict.

Construction; Interpretation. The term “this Agreement” means this Company Lock-Up Agreement, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Sections are to Sections of this Agreement; and (ixk) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. When calculating the period of time before which, within which or following which any action under this Agreement is required to be done or taken on a done, the date that is the reference date in calculating such period shall be excluded and if the last day that of such period is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor their respective counsels, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data room located at i▇▇▇▇▇▇▇▇▇.▇▇▇ under the project name “SatixFy 2022” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Atlas, any documents or other materials posted to the electronic data room located at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Project E-Hawk” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if unless the context requires otherwise, any reference to the “Company” in this Agreement shall mean and refer to the “Surviving Company” from and after the Effective Time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part parties hereto have participated jointly in the negotiation and drafting of this Agreement and shall not be deemed to limit Agreement. In the event an ambiguity or affect any question of the provisions hereof. The language used in intent or interpretation arises, this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, parties hereto and no presumption or burden of proof shall will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise indicated The parties intend that each representation, warranty, covenant, obligation, agreement and condition contained herein will have independent significance. The phrases “the date of this Agreement,” “the date hereof” and terms of similar import, shall be deemed to the contrary herein by the context or use thereof: (i) the wordsrefer to December 22, 2011. The words “hereof,” “herein,” “hereto,” “hereofhereby” and other words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) whole unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (v) financial terms .” Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. References to $ are to the United States currency. A reference to the male gender shall be deemed to be a reference to the female gender and vice versa. Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on other than a Business Day, the party having such right or duty shall have until the meanings given next Business Day to exercise such terms under GAAP unless right or discharge such duty. Unless otherwise specified herein; (vi) references to indicated, the word “$” or “dollar” or “US$day” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which interpreted as a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereaftercalendar day.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) references from or through any date mean from and including or through and including such date, respectively; (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (l) the words “provided”, “delivered” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Pathfinder, any documents or other materials posted to the electronic data room located at Venue (▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) under the project name “Project Motion” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement; (m) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (n) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (ixo) if the phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with the Schedules and Annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsAnnexes, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Annexes or Schedules are to Articles, Sections, Annexes and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available (i) to Acquiror, any documents or other materials posted to the “Gryphon VDR” electronic data room hosted by Google Drive and (ixii) if to the Company, any documents or other materials posted to the “Akerna VDR” hosted by Intralinks, in each case as of 5:00 p.m., New York City time, at least two (2) Business Days prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time and all rules and regulations promulgated thereunder; and (m) all references to any Contract are to such Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); provided that this clause (m) shall not apply with respect to the Company Disclosure Schedules or the Acquiror Disclosure Schedules. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Parent, any documents or other materials posted to the electronic data room located ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Project Optimus” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement and any other documents or materials posted prior to the date hereof or delivered to Parent or its Representatives which posting or delivery was acknowledged by email by Parent or its Representatives; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Securities Purchase Agreement, including the Company Disclosure Letter, together with all schedules (“Schedules”) and exhibits (“Exhibits”) hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. References herein to a specific section, subsection, clause, recital, schedule or exhibit shall refer, respectively, to sections, subsections, clauses, recitals, schedules or exhibits of this Agreement, unless otherwise specified. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” ”, “hereto,” ”, “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) the masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) the words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” ”, “includes” or “including” shall be deemed to be followed by the words “without limitation”; (ve) financial “writing”, “written” and comparable terms shall have the meanings given refer to such terms under GAAP unless otherwise specified hereinprinting, typing and other means of reproducing words (including electronic media) in a visible form; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viiif) the word “extent” in the phrase “to the extentor” shall mean the degree not be exclusive; (g) all references to which a subject or other thing extendsdates and times herein, and such phrase except as otherwise specifically noted, shall not mean simply refer to Eastern Time; (h) any reference to “if”days” means calendar days unless Business Days are expressly specified; and (ixi) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter; (j) the term “Dollar” and “$” mean dollars in the lawful currency of the United States of America; (k) references to statutes are to such statutes as may be amended from time to time and shall be deemed to include all rules and regulations promulgated thereunder; and (l) the phrases “delivered” or “made available” when used in this Agreement shall mean the information shall have been posted and remain posted in the virtual “data room” titled “Project Ocean” hosted by IntraLinks and established by Seller and its Representatives at least two (2) days prior to the date hereof.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Parent, any documents or other materials posted to the electronic data room located at w▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the project name “SAB Biotherapeutics, Inc.” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are for convenience only, do not constitute When a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used reference is made in this Agreement will to an article, section, paragraph, clause, schedule or exhibit, such reference shall be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 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. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the unless otherwise indicated. The text of all Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) Exhibits is incorporated herein by reference. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (v) financial terms .” Words used in this Agreement in the singular shall have a comparable meaning when used in the meanings given to such plural, and vice versa. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include the plural and vice versa. As used in this Agreement: (a) the terms under GAAP “hereof,” “herein,” and “herewith” and words of similar import will, unless otherwise specified herein; stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viiib) the word “extentif” and other words of similar import shall be deemed, in each case, to be followed by the phrase “and only if”, (c) any reference herein to the extent“Dollars” or “$” shall mean United States dollars, (d) the degree use of “or” herein is not intended to which be exclusive, (e) references herein to a subject or other thing extendsPerson are also to its successors and permitted assigns, and such phrase any reference herein to a Governmental Entity shall not mean simply be deemed to include reference to any successor thereto, (f) the words “if”; asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all assets and properties, real and personal, tangible and intangible, and (ixg) if an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP. Unless otherwise expressly indicated, any action under this Agreement is required agreement, instrument or Law defined or referred to be done herein or taken on a day in any agreement or instrument that is not a Business Day referred to herein means such agreement, instrument or on which a government office is not open with respect Law as from time to which a filing must be madetime amended, then such action shall be required modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of Laws) by succession of comparable successor Laws and references to be done or taken not on such day but on the first succeeding Business Day thereafterall attachments thereto and instruments incorporated therein.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Longview, any documents or other materials posted to the electronic data room located w▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Project Halo” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement and any other documents or materials posted prior to the date hereof or delivered to Longview or its representatives which posting or delivery was acknowledged by email by Longview or its representatives; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Reorganization Agreement together with the exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; dollars and (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extentor” in the phrase means “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “ifand/or”; and (ix) if . If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are not required or authorized by Law to be closed for the general transaction of business.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part Each party hereto has cooperated in the drafting and preparation of this Agreement, and as a result this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied construed against any party. This Agreement shall Whenever the context requires, all words used in the singular will 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. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained have been used in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv. The captions of the sections of this Agreement are for convenience only and do not define or limit any terms or provisions. The word "include(s)" means "include(s) without limitation" and the words “include,” “includes” or “word "including” " means "including but not limited to." Time is of the essence in the performance of this Agreement. If any provision of this Agreement shall for any reason be determined by a court of competent jurisdiction, and sustained on appeal, if any, to be unenforceable in any respect, such enforceability shall not affect any other provisions hereof, and this Agreement shall be deemed to construed if such unenforceable provision had not been contained herein; provided, if any provision of this Agreement shall be followed unenforceable by reason of a final judgment of a court of competent jurisdiction based upon such court's ruling, and sustained on appeal, if any, that such provision is unenforceable because of the unenforceable degree or magnitude of the obligation imposed thereby, such unenforceable obligation shall be reduced in magnitude or degree by the words “without limitation”; (v) financial terms shall have minimum amount necessary in order to provide the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” maximum degree or “dollar” or “US$” magnitude of rights which are enforceable, and this Agreement shall be references automatically and retroactively amended accordingly to United States dollars; (vii) where contain such maximum degree or magnitude of such obligation which is enforceable, rather than the context permitsmore burdensome but enforceable original obligation. As used herein, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” "unenforceable" is used in the phrase “to broadest and most comprehensive sense and includes the extent” shall mean the degree to which a subject or other thing extends, concepts of void and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereaftervoidable.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part parties hereto have participated jointly in the negotiation and drafting of this Agreement and shall not be deemed to limit Agreement. In the event an ambiguity or affect any question of the provisions hereof. The language used in intent arises, this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The term “this Agreement” means this Agreement together with all Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (vi) references to “dollar,” “dollars” or “$” shall be to the lawful currency of the United States; and (ixvii) if any action the terms “made available,” “furnished,” or “provided” shall, in the case of items stated herein to have been made available, furnished or provided to Buyer, mean only those documents posted to the data room hosted by ▇▇▇▇▇▇▇ Datasite located at ▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Downrigger” as of one (1) day prior to the date of this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterAgreement.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules Schedules, Annexes and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where references to “CAD$” and “Canadian dollar” shall be references to Canadian dollars; (g) the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiih) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (i) the word “day” means calendar day unless Business Day is expressly specified; (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to “Articles,” “Sections,” “Annexes,” “Exhibits” or “Schedules” are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement; (l) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data site maintained by the Company in connection with the Transactions or otherwise provided to SPAC or its Representatives in electronic form, in each case, prior to the execution of this Agreement; (m) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (n) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation; and (ixo) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP or IFRS, as applicable.

Construction; Interpretation. The term “this Agreement” means this Transaction Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience only, do not constitute a part of this Agreement only and shall not be deemed to limit affect in any way the meaning or affect any interpretation of the provisions hereofthis Agreement. The language used in this Agreement will shall be deemed to be the language chosen by the parties Parties to express their mutual intentintent and the Parties acknowledge that each Party and its counsel has reviewed and participated in the drafting of this Agreement. No Party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no rule of strict construction, presumption or burden of proof shall arise favoring or disfavoring a Party shall be applied against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, words “hereof,” “herein,” “hereby,” “hereto,” “hereofherewith,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits hereto, and not to any particular provision, section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (ve) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified all monetary figures used herein; (vi) , including references to “$” or “dollar” or “US$,” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) unless expressly indicated otherwise, any reference to a date or time shall be deemed to be such date or time in New York, New York; (j) references from or through any date mean from and including or through and including such date, respectively; (k) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (l) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (m) the words “provided,” “made available,” “delivered” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data room located at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/ under the project name “Project Origin” as of 8:00 p.m., Eastern Time, at least one full Business Day prior to the date of this Agreement; (n) all references to any Law will be to such Law as amended, supplemented, consolidated, replaced or otherwise modified or reenacted from time to time and shall include all regulations and rules promulgated thereunder; (o) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); (p) any reference to “Company” in this Agreement shall mean and refer to the “Resulting Company” from and after the Conversion Effective Time, any reference to “SPAC” in this Agreement shall mean and refer to the “SPAC Merger Surviving Company” from and after the SPAC Merger Effective Time, and any reference to “Merger Sub II” in this Agreement shall mean and refer to the “LLC Merger Surviving Company” from and after the LLC Merger Effective Time; (q) whenever any other word derived from a defined term shall be used in this Agreement, such derived word shall have the meaning correlative to such defined term (e.g., “controlled” or “controlling” shall have the meaning correlative to “control”); and (ixr) if the phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice, provided that any action taken, or omitted to be taken, by any Group Company (i) prior to the date hereof, to the extent determined by a Group Company to be reasonably necessary and advisable in response to COVID-19, shall be deemed to be in the ordinary course of business consistent with past practice and (ii) following the date hereof and prior to the Closing or termination of this Agreement, whichever is earlier, to the extent determined by a Group Company to be reasonably necessary and advisable in response to COVID-19 after reasonably consulting with SPAC, shall be deemed to be in the ordinary course consistent with past practice. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is not exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Dragoneer, any documents or other materials posted to the electronic data room located at Firmex (▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇) under the project name “Project Redwood” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to ARYA, any documents or other materials posted to the electronic data room located w▇▇.▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Project C▇▇▇▇▇▇” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to JAWS, any documents or other materials posted to the electronic data room located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ under the project name “Project Alloy” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (ixn) if all references to JAWS in relation to any time following the Domestication shall be deemed to be referenced to New JAWS. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Membership Interest Purchase Agreement together with the Seller Disclosure Schedule and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this Agreementparty. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) “$” and “dollar” shall refer to U.S. dollars; (v) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references the phrase “made available,” when used in reference to “$” a document, means that the document was (A) delivered or “dollar” provided to Purchaser or “US$” shall be references any Representative thereof or (B) made available for viewing in the Electronic Data Room as it existed as of 6:00 p.m. Eastern Time on the date prior to United States dollars; the date of this Agreement, and (vii) where the context permits, the use references herein to “ordinary course of the term “orbusiness” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” or similar references shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on ordinary course of business of the first succeeding Business Day thereafterCompany.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 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 AgreementAgreement or any of the Transaction Documents. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under U.S. GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Asset Purchase Agreement together with the Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. Any reference in this Agreement to any article or section refers to the corresponding article or section of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden against any Party. The phrases “provided to,” “furnished to,” “made available” and phrases of proof shall arise favoring similar import when used herein mean that a paper or disfavoring any party by virtue electronic copy of the authorship of any provisions of this Agreementdocument or information referred to has been provided to the party to whom such information or material is to be provided. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsectionSeller, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have any reference to any Law will be deemed also to refer to all amendments and successor provisions thereto and all rules and regulations promulgated thereunder, in each case as in effect as of the meanings given to such terms under GAAP unless otherwise specified hereindate hereof; (vi) all references to “$dollars” or “dollar” or “US$$” shall be references to United States dollars; Dollars and (vii) where except as otherwise set forth in this Agreement, any accounting terms shall be given the context permits, the use definition thereof under GAAP as in effect as of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterdate hereof.

Construction; Interpretation. The term “this Agreement” means this Equity Purchase Agreement together with all Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party hereto, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit for purposes of construing or affect any of enforcing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and not strictly for or against any party and no presumption or burden of proof shall will arise favoring or disfavoring any party Person by virtue of the its authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial except as otherwise set forth in this Agreement, any accounting terms shall have the meanings be given to such terms their definition under GAAP unless otherwise specified hereinGAAP; (vi) references to “$” a particular statute or “dollar” or “US$” shall be references regulation include all rules and regulations thereunder as in effect as of the time to United States dollarswhich such reference relates; (vii) where the context permits, word “will” shall have the use of same meaning as the term word “or” will be non-exclusive and equivalent to the use of the term “and/orshall”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if references to “dollar”, “dollars” or “$” shall be to the lawful currency of the United States; (x) references to “day” or “days” in the lower case means calendar days; (xi) references to “date hereof” are to the date of this Agreement; (xii) references to a particular Person include such Person’s successors and assigns to the extent not prohibited by this Agreement; (xiii) the word “or” shall include both the conjunctive and disjunctive, and “any” shall mean “one or more”; (xiv) references to any action under Governmental Entity or law shall mean and include any successor or replacement Governmental Entity or law to the referenced one and any amendment, modification or restatement of any such law; and (xv) the phrases “delivered” or “made available” shall mean that the information referred to has been physically or electronically delivered to the relevant parties at least two (2) days prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect sections, exhibits and schedules are intended to which a filing must be maderefer to the sections of, then such action shall be required exhibits and schedules to be done or taken not on such day but on the first succeeding Business Day thereafterthis Agreement.

Construction; Interpretation. The headings 11.4.1 Neither this Agreement nor any uncertainty or ambiguity herein are for convenience onlyshall be construed or resolved against Agent, do not constitute a part Lenders or Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto. 11.4.2 Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the term “including” is not limiting, and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be term “or” has, except where otherwise indicated, the language chosen inclusive meaning represented by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 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. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, phrase “and/or.” The words “hereof,” “herein,” “heretohereby,” “hereofhereunder,” and words of similar import terms in this Agreement refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular sectionprovision of this Agreement. An Event of Default shall “continue” or be “continuing” until such Event of Default has been cured or waived in writing by Agent. Section, subsection, paragraphclause, subparagraph or clause contained schedule, and exhibit references are to this Agreement unless otherwise specified. Any reference in this Agreement; (ii) masculine gender Agreement or in the Loan Documents to this Agreement or any of the Loan Documents shall also include the feminine and neutral gendersall alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, and vice versa; (iii) words importing the singular shall also include the pluralsupplements, thereto and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial thereof, as applicable. All accounting terms shall have the meanings given to such terms applied under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” specified. All section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. 11.4.3 Each covenant hereunder shall be references to United States dollars; (vii) where the context permitsgiven independent effect so that if a particular action or condition is not permitted by such covenant, the use of fact that it would be permitted by an exception to, or would be otherwise within the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extendslimitations of, and such phrase another covenant shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on avoid the first succeeding Business Day thereafteroccurrence of an Event of Default.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viii) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) the word “day” means calendar day unless Business Day is expressly specified; (x) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (xi) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; and (ixxii) if all references to any Law will be to such Law as amended, supplemented or otherwise modified from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Capstar, any documents or other materials posted to the electronic data room located ▇▇▇▇▇▇▇▇.▇▇▇ under the project name “Gelesis” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (1) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Termination and Fee Agreement together with the Schedule hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the wordswords “herein”, “herein,” “hereto,” ”, “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsSchedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” ”, “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections or Schedules are to Articles, Sections or Schedules of this Agreement; and (ixk) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to STPK, any documents or other materials posted to the electronic data room located at h▇▇▇▇://▇▇▇▇.▇▇▇▇▇▇.▇▇▇ under the project name “Project Centurion” as of 5:00 p.m., Central Time, at least one (1) Business Day prior to the date hereof; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified from time to time; (m) whenever the words “in the ordinary course of business”, “in the ordinary course” or words of similar import are used in this Agreement, they shall be deemed to be followed by the words “consistent with its past practice” and shall be construed to mean in the ordinary and usual course of normal day-to-day operations of the business of such Person consistent with its past practice; and (ixn) if all references to any Contract (except for any such references in the Schedules) are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Construction; Interpretation. The term “this Agreement” means this Equity and Asset Purchase Agreement together with the Disclosure Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreementagainst either Party. Unless otherwise indicated to the contrary herein by the context or use thereof, when used in this Agreement: (ia) the words, “herein,” “hereto,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Disclosure Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) “$” and “dollar” shall refer to U.S. dollars; (e) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vif) references to “$” or “dollar” or “US$” shall be Articles, Sections, Exhibits and Schedules are references to United States dollarsthe Articles, Sections, Exhibits and Schedules to this Agreement unless otherwise specified; (viig) where the context permitswhenever this Agreement refers to a number of days, the use of the term such number shall refer to calendar days unless such reference is specifically to “or” will be non-exclusive and equivalent to the use of the term “and/orBusiness Days”; (viiih) a reference to any Person includes such Person’s permitted successors and assigns; (j) references to a statute means such statute as amended, modified or supplemented from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder, in each case through the word “extent” date hereof; (j) references to any Contract or other document are to that Contract or other document as amended, restated, supplemented or otherwise modified in accordance with the phrase “terms thereof prior to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”date hereof; and (ixk) if any action under each representation, warranty, covenant, agreement and condition contained in this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterhave independent significance.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Annexes, Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Annexes, Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is not exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Annexes, Exhibits or Schedules are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Purchaser, any documents or other materials posted to the Company’s DropBox electronic data room for the Transaction provided to the Purchaser as of two (2) Business Days prior to the Closing Date; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Annexes, Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Annexes, Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is not exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Annexes, Exhibits or Schedules are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to TortoiseCorp III, any documents or other materials posted to the electronic data room located at ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the name “2023 TRTL—OE SPAC FULL” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to BOA, any documents or other materials posted to the electronic data room located at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/ under the project name “Samba” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (ixn) if any reference to “BOA” in this Agreement shall mean and refer to the “Surviving Corporation” from and after the Effective Time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part parties have participated jointly in the negotiation and drafting of this Agreement and shall not be deemed to limit Agreement. In the event an ambiguity or affect any question of the provisions hereof. The language used in intent or interpretation arises, this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Prior drafts of this Agreement will not be used to interpret this Agreement. The recitals are incorporated into this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereofclearly indicates otherwise: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiia) words importing the singular shall will also include the plural, and vice versa; , (ivb) each reference in this Agreement to any gender includes the masculine, feminine, and neuter, where appropriate, (c) the words “"include,” “includes” or “" and "including” shall " and variations thereof will not be deemed terms of limitation but rather will be deemed to be followed by the words “"without limitation”; ," (vd) financial terms shall have the meanings given words "hereof," "herein," "hereto," "hereby," "hereunder," and derivative or similar words refer to such terms under GAAP this Agreement as an entirety and not solely to any particular provision of this Agreement, (e) each reference in this Agreement to a particular Article, Section, Exhibit, or Schedule means an Article or Section of, or an Exhibit or Schedule to, this Agreement, unless otherwise specified herein; another agreement is specified, (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viiif) the word “extent” "or" when used in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required disjunctive but not necessarily exclusive, (g) any accounting term not defined in this Agreement will have the meaning ascribed to it under GAAP, and (h) all references to "$" means U.S. Dollars. Whenever this Agreement refers to a number of days, unless specified otherwise, such number will refer to calendar days. Any document or item will be done deemed "delivered", "provided", or taken on a day that "made available" within the meaning of this Agreement if such document or item is (i) included in the Data Room, (ii) actually delivered or provided to Purchaser or any of Purchaser's representatives, or (iii) made available upon request, including at the office of the Company. The descriptive headings contained in this Agreement are included for convenience of reference only and will not a Business Day affect in any way the meaning or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterinterpretation of this Agreement.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Bannix, any documents or other materials posted to the electronic data room located to be established by the parties, an index of which is at Section 8.7 of the Company Disclosure Schedules; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to ALPA, any documents or other materials posted to the electronic data room located at the Carmell Due Diligence folder maintained by the Company as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to such Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.