Common use of Disclosure Schedules Clause in Contracts

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The These Disclosure Schedules are provided in connection with that certain Contribution and Sale Agreement, dated as of April 1, 2014 (the “Agreement”), by and among Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Tallgrass Operations, LLC, a Delaware limited liability company (“Operations”), and, for certain limited purposes, Tallgrass Development, LP, a Delaware limited partnership (“Development”). Capitalized terms used but not defined herein shall have been arranged for purposes of convenience the respective meanings set forth in separately numbered sections corresponding to the sections of this Agreement. Any item or matter The information disclosed in any section or subsection of the these Disclosure Schedules shall be deemed disclosed with respect is intended to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in qualify the representations and warranties contained in this Agreement, the Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations and warranties on the part of Operations and Development. Nothing in these Disclosure Schedules constitutes an admission of any liability or the attached exhibits is not intended obligation of Operations or Development to imply that the amountsany third person, or higher an admission to any third person against the interest of Operations or lower amountsDevelopment. Descriptions or references of particular contracts, agreements, notices or the items so included, or other items, similar documents herein are or are not required qualified in their entirety by reference to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion documents. The disclosure of any item or information in this Agreement, the these Disclosure Schedules shall not be construed as an admission that such item or exhibits information is material to Operations or Development, and any inclusion in these Disclosure Schedules shall not be used in any dispute or controversy between the Parties as parties to the Agreement to determine whether any obligation, item or matter (whether or not set forth or included in this Agreement, the these Disclosure Schedules or exhibits described in the Agreement) is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside for purposes of the Ordinary Course of BusinessAgreement. In additiondisclosing the information in these Disclosure Schedules, Operations and Development do not waive any attorney-client privilege associated with any such information or any protection afforded by the “work product doctrine” with respect to any of the matters reflected disclosed or discussed herein. Operations and Development disclose the following items (each item is numbered to correspond with the relevant Section of the Agreement); provided that the disclosures in any section or subsection of these Disclosure Schedules shall qualify the disclosure in other sections and subsections only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The headings contained in these Disclosure Schedules are for convenience of reference only and shall not necessarily limited be deemed to matters required by this Agreement to be reflected modify or affect the interpretation of the information contained in the these Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure * * * Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.3.3

Disclosure Schedules. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedules have been arranged Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of convenience the relevant party that are contained in separately numbered sections the corresponding Section of this Agreement and (ii) any other representations and warranties of such party that is contained in this Agreement (in either case (i) or (ii), regardless of the absence of an express reference or cross-reference in a particular Section of this Agreement or a particular Section of either the Company Disclosure Schedule or Parent Disclosure Schedule), but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be reasonably apparent. The disclosure of any matter in any section of either the sections Company Disclosure Schedule or the Parent Disclosure Schedule shall not be deemed to constitute an admission or indication by the disclosing party, or to otherwise imply, that any such matter is material for the purposes of this Agreement. Any item No party shall use, either individually or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreementaggregate, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any such item in this Agreement, the Disclosure Schedules or exhibits information in any sections of the Company Disclosure Schedule or the Parent Disclosure Schedule in any disagreement, dispute or controversy between the Parties parties as to whether any obligation, item item, information or matter is or is not material, or may give rise to a change or effect that could have a Company Material Adverse Effect or a Parent Material Adverse Effect. Nor shall any disclosure on a section be deemed to constitute an acknowledgment that any such matter is required to be disclosed. No disclosure on any section relating to a possible breach or violation of any contract or applicable Law shall be construed as an admission or indication that any breach or violation exists or has actually occurred. The disclosure of any matter in any section of either the Company Disclosure Schedule or the Parent Disclosure Schedule is not to be treated as constituting or implying any representation, warranty, assurance or undertaking by the disclosing party not expressly set forth or included out in this Agreement, the Disclosure Schedules or exhibits is or is not required nor to be disclosed (including whether the amount treated as adding to or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way extending the scope of any of the Parties’ disclosing party’s representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained warranties in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The Company Disclosure Schedules have been arranged for purposes Schedule, the Seller Disclosure Schedule and the Purchaser Disclosure Schedule referred to herein will be construed with and as an integral part of convenience in separately numbered sections corresponding this Agreement to the sections same extent as if they were set forth verbatim herein. The disclosure of this Agreement. Any any item or matter in the Company Disclosure Schedule, the Sellers, Disclosure Schedule and the Purchaser Disclosure Schedule will not be construed as an admission that such item or information (or any non-disclosed in any section item or subsection information of comparable or greater significance) is “material” or relates to matters outside of the Disclosure Schedules shall ordinary course of business or would have a Material Adverse Effect, or is otherwise required to be deemed disclosed with respect scheduled as an exception to any other section representation, warranty or subsection of covenant contained in this Agreement, nor will the Disclosure Schedules to the extent that the relevance inclusion of such item constitute evidence of the foregoing or matter to such other section or subsection establish a standard of materiality for any purpose whatsoever. It is reasonably apparent on expressly understood and agreed that the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this AgreementAgreement or the Company Disclosure Schedule, the Sellers, Disclosure Schedules Schedule or the attached exhibits Purchaser Disclosure Schedule is not intended to imply that the amounts, such amounts or higher or lower amounts, or the items so included, or other items, amounts are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Businessmaterial, and no Party shall will use the fact of the setting of the such amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth described in this Agreement or included in this Agreementthe Company Disclosure Schedule, the Sellers, Disclosure Schedules Schedule or exhibits the Purchaser Disclosure Schedule is or is not required material for purposes of this Agreement. The disclosure of any item or matter relating to any possible breach or violation of any Law or Contract will not be disclosed (including whether the amount construed as an admission or items are required to indication that any such breach or violation exists or has occurred. Certain matters may be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected listed in the Company Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in Schedule, the Seller Disclosure Schedules. Such additional matters are set forth Schedule and the Purchaser Disclosure Schedule for informational purposes only and do may not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed required to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety be listed therein by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this . Stock Purchase Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. (a) The disclosures set forth in any schedules to this Agreement (the “Disclosure Schedules”) are to be taken as relating to the representations and warranties of the Company, notwithstanding the fact that the Disclosure Schedules have been are arranged for purposes of convenience in separately numbered by sections corresponding to the sections in this Agreement or that a particular section of this Agreement. Any item or matter disclosed in any Agreement makes reference to a specific section or subsection of and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent Schedules; provided, in each case, that the relevance of such item or matter to such other section or subsection it is reasonably apparent on the face of such disclosureapplicable disclosure that it is applicable to such other sections or schedules not specifically referenced. The specification of any dollar amount or the inclusion of any item information in the representations and warranties contained in this Agreement, the Disclosure Schedules shall not be construed as or the attached exhibits is not intended to imply constitute an admission or agreement that the amountsa violation, or higher or lower amountsright of termination, or the items so includeddefault, liability or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion obligation of any item in this Agreementkind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of BusinessCompany. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall be deemed to broaden use the fact of the setting forth of any such amount or the inclusion of any such item in any way dispute or controversy between the scope of the Parties’ representations and warranties. Any description of Parties as to whether any agreementobligation, document, instrument, plan, arrangement item or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement matter not described herein or item to the extent made available to Investor. The information contained in this Agreement, included in the Disclosure Schedules and exhibits hereto is disclosed solely or is not material for purposes of this Agreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business, and no information contained Person shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or therein shall be deemed to be an admission by any Party to any third party included in the Disclosure Schedules is or is not in the Ordinary Course of any matter whatsoever, including any violation Business for purposes of Law or breach of contractthis Agreement.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any ; however, each section or subsection of the Disclosure Schedules shall be deemed to incorporate by reference all information disclosed with respect to in any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to information in such other section or subsection of the Disclosure Schedules is reasonably apparent on apparent. Capitalized terms used in the face of such disclosureDisclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules, the Updated Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness consistent with past practice, and no Party party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules, the Updated Schedules or exhibits in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules, the Updated Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness consistent with past practice. In addition, matters reflected in the Disclosure Schedules and the Updated Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules and the Updated Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules or the Updated Schedules shall be deemed to broaden in any way the scope of the Partiesparties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule or Updated Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investoritem. The information contained in this Agreement, in the Disclosure Schedules Schedules, the Updated Schedules, and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party party hereto to any third party of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The Any disclosure made by the Company in this Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding Schedule shall constitute an exception or responsive information, as the context requires, to the sections representation and warranties, covenants or agreements of this the Company contained in the Agreement. Any item or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion Inclusion of any item in this Disclosure Schedule shall not constitute an admission that a violation, right of termination, default, liability, or other obligation of any kind exists with respect to such item, but rather is intended only to qualify the representations and warranties warranties, covenants or agreements of the Company contained in this the Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the . The inclusion of any item in this AgreementDisclosure Schedule shall not be deemed an admission that such item is a material fact, event, or circumstance or that such item has had or would be reasonably likely to have a material adverse effect on the Disclosure Schedules Company. Any matter disclosed in one schedule shall also be deemed to constitute an exception to all other representations and warranties, covenants or agreements of the Company in the Agreement to which such disclosure reasonably relates. Any appendices or exhibits in any dispute attached to this Disclosure Schedule form an integral part of the sections or controversy between the Parties subsections of this Disclosure Schedule into which they are incorporated by reference for all purposes as to whether any obligation, item or matter not if fully set forth or included in this AgreementDisclosure Schedule, including for purposes of cross-application to other sections or subsections of this Disclosure Schedule to the Disclosure Schedules extent that it is reasonably apparent such appendices or exhibits is apply to such other sections or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside subsections of the Ordinary Course of Businessthis Disclosure Schedule. In addition, matters reflected Matters set forth in the this Disclosure Schedules Schedule are not necessarily limited to matters required by this the Agreement to be reflected in the this Disclosure SchedulesSchedule. Such additional matters are set forth for informational purposes only purposes, and do this Disclosure Schedule does not necessarily include other matters of a similar nature. No information set forth In no event shall the listing of such matters in the this Disclosure Schedules shall Schedule be deemed or interpreted to broaden in any way or otherwise amplify the scope of the Parties’ Company representations and warranties. Any description , covenants or agreements contained in the Agreement, and nothing in this Disclosure Schedule shall influence the construction or interpretation of any agreementof the representations and warranties, document, instrument, plan, arrangement covenants or other item set forth on any Disclosure Schedule is a summary only and is qualified agreements contained in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to InvestorAgreement. The information captions contained in this AgreementDisclosure Schedule are for reference purposes only and do not form a part of this Disclosure Schedule. Schedule 3.1(g) As of September 26, 2023, the Company’s capitalization includes 14,366,681 shares of Common Stock, on a fully diluted basis, including 13,104,614 shares of Common Stock, 357,089 shares of Common Stock issuable upon exercise of warrants, 635,689 shares of Common Stock issuable upon exercise of options, 236,683 shares issuable upon settlement of performance share units and 32,606 shares of restricted Common Stock. Schedule 3.1(q) Rxxxxxxx Xxxxx Xxxxx, the Chief Executive Officer, a director, and a significant shareholder of the Company, (either individually or through one or more affiliated entities) intends to subscribe for Securities in an amount not to exceed US$300,000. EXHIBIT A See attached Form of Convertible Promissory Note THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM, INCLUDING PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE NOTE. $________ Issuance Date:______, 2023 BARFRESH FOOD GROUP INC. PROMISSORY NOTE No. _____ FOR VALUE RECEIVED, Barfresh Food Group Inc., a Delaware corporation (“Company”), promises to pay to the order of ___________ (“Holder”), or its permitted assigns, in lawful money of the Disclosure Schedules and exhibits hereto is disclosed solely for purposes United States of America the principal sum of [amount] ($________), or such lesser amount as shall equal the outstanding principal amount hereof, together with simple interest from the date of this AgreementPromissory Note (this “Note”) on the unpaid principal balance at a rate equal to ten percent (10.0%) per annum (the “Interest Rate”), computed on the basis of the actual number of days elapsed and a year of 365 days (collectively, together with the Other Fees (as defined below), the “Obligations”). To the extent this Note has not been repaid, all unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) twelve (12) months after the issuance date (the “Maturity Date”), or (ii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by Holder or made automatically due and payable in accordance with the terms hereof. This Note is one of a series of Promissory Notes called the 2023 Convertible Debt Series A (the “Series A Notes”) issued by the Company to investors with identical terms and on the same form as set forth herein (except that the holder, principal amount and date of issuance may differ in each note). Each capitalized term used herein, and no information contained herein or therein not otherwise defined, shall be deemed have the meaning ascribed thereto in that certain Securities Purchase Agreement dated ______, 2023, pursuant to be an admission by any Party which this Note was originally issued (as amended and/or restated from time to any third party of any matter whatsoevertime, including any violation of Law or breach of contractthe “Purchase Agreement”).

Disclosure Schedules. The Company Disclosure Schedules have been arranged Schedule is hereby incorporated by reference into the sections in which they are directly referenced. The provision of monetary or other quantitative thresholds for purposes disclosure on the Company Disclosure Schedule does not and shall not be deemed to create or imply a standard of convenience in separately numbered sections corresponding materiality hereunder. The Company Disclosure Schedule is not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except to the sections extent expressly provided in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations or warranties. Certain information set forth in the Company Disclosure Schedule is included solely for information purposes and may not be required to be disclosed pursuant to this Agreement. The inclusion of an item in any Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations or warranties of the Company nor shall such information constitute an admission by any Party, as applicable, that such item constitutes an item, event, circumstance or occurrence that is material to the Paragon Companies or constitutes a Company Material Adverse Effect. Any fact or item or matter that is disclosed in any section Company Disclosure Schedule in a way as to make its relevance or subsection of the Disclosure Schedules shall be deemed disclosed with respect applicability to information called for by any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is Schedule reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein disclosure shall be deemed to be disclosed in such other Schedule, notwithstanding the omission of a reference or cross-reference thereto. Disclosure of any allegations with respect to any alleged breach, violation or default under any contractual or other obligation, or any law, is not an admission that such breach, violation or default has occurred. Headings and subheadings have been inserted on any Company Disclosure Schedule for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of such Company Disclosure Schedule. Where the terms of a Contract or other item have been summarized or described in the Company Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract or other item, and, all such summaries and descriptions are qualified in their entirety by reference to the contract or item being summarized and/or described. The information provided in the Company Disclosure Schedule is being provided solely for the purpose of making disclosures to Purchaser under this Agreement. In disclosing this information, the Seller Parties do not waive, and expressly reserve any Party rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any third party of any matter whatsoever, including any violation of Law the matters disclosed or breach of contractdiscussed therein.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience Each disclosure schedule delivered pursuant to this Agreement (each a “Schedule”, and collectively, the “Schedules”) shall be in separately numbered sections corresponding to the sections of writing and shall qualify this Agreement. Any item The Schedules are not intended to constitute, and shall not be construed as constituting, representations or matter disclosed in any section or subsection warranties of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules Company except to the extent that expressly provided in this Agreement and shall not be deemed to expand in any way the relevance scope or effect of any of such item representations or matter to such other section or subsection is reasonably apparent on the face of such disclosurewarranties. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No Certain information set forth in the Disclosure Schedules is included solely for information purposes and may not be required to be disclosed pursuant to this Agreement. The inclusion of an item in a Schedule as an exception to a representation or warranty shall not be deemed to broaden constitute an acknowledgment that such information is required to be disclosed in connection with the representations or warranties of the Company nor shall such information constitute an admission by any party hereto, as applicable, that such item constitutes an item, event, circumstance or occurrence that is material to the Company Group or constitutes a Material Adverse Effect. Any fact or item that is disclosed in any Schedule in a way the scope of the Parties’ representations and warranties. Any description of as to make its relevance or applicability to information called for by any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein reasonably apparent shall be deemed to be disclosed in such other Schedule, notwithstanding the omission of a reference or cross-reference thereto. Disclosure of any allegations with respect to any alleged breach, violation or default under any contractual or other obligation, or any law, is not an admission that such breach, violation or default has occurred. Headings and subheadings have been inserted on certain Schedules for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of such Schedules. Where the terms of a contract or other item have been summarized or described in the Schedules, such summary or description does not purport to be a complete statement of the material terms of such contract or other item, and, all such summaries and descriptions are qualified in their entirety by reference to the contract or item being summarized and/or described. The information provided in the Schedules is being provided solely for the purpose of making disclosures to Purchaser under this Agreement. In disclosing this information, the Company does not waive, and expressly reserves any Party rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any third party of any matter whatsoever, including any violation of Law the matters disclosed or breach of contractdiscussed therein.

Disclosure Schedules. The Company Disclosure Schedules Schedule and the Buyer Disclosure Schedule are is incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in the Company Disclosure Schedule and the Buyer Disclosure Schedule shall be deemed to refer to this entire Agreement, including the Company Disclosure Schedule and the Buyer Disclosure Schedule, as applicable. The Company Disclosure Schedule and the Buyer Disclosure Schedule have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any ; however, any item or matter disclosed in any part, subpart, section or subsection of the Company Disclosure Schedules Schedule or the Buyer Disclosure Schedule, as applicable, referenced by a particular section or subsection in this Agreement shall be deemed to have been disclosed with respect to any every other section or and subsection of the Disclosure Schedules to the extent that in this Agreement if the relevance of such item or matter disclosure to such other section or subsection is reasonably apparent on apparent, notwithstanding the face omission of such disclosurean appropriate cross-reference. The specification Any item of any dollar amount information, matter or document disclosed or referenced in, or attached to, the inclusion of any item in Company Disclosure Schedule and the representations and warranties contained Buyer Disclosure Schedule shall not (a) be used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this AgreementAgreement or to establish a standard of materiality, the Disclosure Schedules (b) represent a determination that such item or the attached exhibits is matter did not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of arise in the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatenedc) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed or interpreted to broaden in any way expand the scope of the Parties’ Company’s, Buyer’s or Merger Sub’s respective representations and warranties. Any description of any agreement, documentobligations, instrumentcovenants, planconditions or agreements contained herein, arrangement (d) constitute, or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be constitute, an admission by any Party of liability or obligation regarding such matter, or (e) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter. No disclosure in the Company Disclosure Schedule or the Buyer Disclosure Schedule relating to any possible breach or violation of any matter whatsoeveragreement or Law shall be construed as an admission to any third party that any such breach or violation exists or has actually occurred. Capitalized terms used in the Company Disclosure Schedule or the Buyer Disclosure Schedule, including any violation of Law or breach of contractas applicable and not otherwise defined therein have the meanings given to them in this Agreement.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes No reference to or disclosure of convenience in separately numbered sections corresponding to the sections of this Agreement. Any any item or other matter disclosed in any section the Company Disclosure Schedule or subsection of the Seller Disclosure Schedules Schedule shall be deemed disclosed with respect to any other section construed as an admission or subsection of the Disclosure Schedules to the extent indication that the relevance of such item or other matter to is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not matter is required to be referred to or disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of in the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts Company Disclosure Schedule or the fact of the inclusion of any item in this Agreement, the Seller Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of BusinessSchedule. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No The information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Company Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Seller Disclosure Schedules and exhibits hereto Schedule is disclosed solely for the purposes of this Agreement, and no information contained herein or set forth therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contractany Contract. The section numbers contained in the Company Disclosure Schedule and the Seller Disclosure Schedule correspond to the section numbers in this Agreement; provided, that any information disclosed therein under any section number shall be deemed to be disclosed and incorporated in any other section of the Company Disclosure Schedule or the Seller Disclosure Schedule, as applicable, where such disclosure would be appropriate and reasonably apparent on its face whether or not such disclosure contains an express cross-reference. The Company Disclosure Schedule and the Seller ​ ​ ​ Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Company and Sellers, as applicable, contained in this Agreement. Nothing in the Company Disclosure Schedule or the Seller Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in this Agreement or create any covenant. Matters reflected in the Company Disclosure Schedule and the Seller Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected in the Company Disclosure Schedule and the Seller Disclosure Schedule, respectively. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature.

Disclosure Schedules. The representations and warranties of Sellers set forth in this Agreement are made and given subject to the disclosures in the Disclosure Schedules. Where a reference is made only to a particular disclosed document, the full contents of the document are deemed to be disclosed. Inclusion of information in the Disclosure Schedules will not be construed (i) as an admission that such information is material to the Business, (ii) as an admission of Liability or obligation of any Seller to any third Person, or (iii) to mean that such information is required to be disclosed by this Agreement. The specific disclosures set forth in the Disclosure Schedules have been arranged for purposes of convenience organized to correspond to section references in separately numbered sections corresponding this Agreement to which the disclosure is most likely to relate, together with appropriate cross-references when disclosure is applicable to other sections of this Agreement. Any item or matter disclosed ; provided, however, that any disclosure in any section or subsection of the Disclosure Schedules shall will apply to and will be deemed to be disclosed with respect to in any other section or subsection of the Disclosure Schedules to Schedules, so long as the extent that the relevance applicability of such item or matter to such other section or subsection disclosure is reasonably apparent on its face. It is understood and agreed that the face of such disclosure. The specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, such amounts or higher or lower amounts, or the items so included, included or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Businessmaterial, and no Party or other Person shall use the fact of the setting of the such amounts or the fact of the inclusion of any such item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth described in this Agreement or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein . Nothing in this Agreement (including the Disclosure Schedules) shall be deemed to be an admission by either Party or any of its Affiliates, in any Action, that such Party to or any such Affiliate, or any third party party, is or is not in breach or violation of, or in default in, the performance or observance of any matter whatsoever, including term or provisions of any violation of Law Contract or breach of contract.Law. [Signature Page Follows]

Disclosure Schedules. The Attached hereto is the disclosure schedule (the “Disclosure Schedules have been arranged for purposes Schedule”), setting forth, among other things, qualifications to certain representations and warranties of convenience the Equityholders and the Company made in separately numbered sections corresponding to the sections of this Agreement. Any item Except to the extent expressly provided otherwise in this Agreement, the disclosures in the Disclosure Schedule shall relate only to the representations and warranties in the section or matter sub-section of this Agreement to which each schedule expressly refers to and no other representation or warranty; provided, however, that any information disclosed in under any section or subsection sub-section of the Disclosure Schedules Schedule shall be deemed to be disclosed with respect to and incorporated in any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection Schedule where it is reasonably readily apparent on the face of such disclosuredisclosure (without reference to the underlying documentation and without the need for investigation or inquiry by the Buyer or Newco) that such disclosure is applicable to such other section or sub-section. The specification Inclusion of any dollar amount or the inclusion of any specific item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits Schedule is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, included are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto Schedule is disclosed solely for the purposes of this Agreement, and no information contained herein or therein in the Disclosure Schedule shall be deemed to be an admission by any Party party hereto to any third party Third Party of any matter whatsoever, including including, an admission of any violation of any Law or breach of contractany agreement. Nothing in the Disclosure Schedule is intended to amplify or broaden the scope of any representation or warranty contained in this Agreement or create any covenant on the part of the Buyer unless clearly specified to the contrary therein. The headings in the Disclosure Schedule are for convenience of reference only and shall not affect the disclosures contained therein. [Signature pages follow.]

Disclosure Schedules. The disclosure of any matter in any section or subsection of the Seller Disclosure Schedules Schedule or the Buyer Disclosure Schedule, as applicable, shall be deemed to be a disclosure to each other section or subsection of the Seller Disclosure Schedule or the Buyer Disclosure Schedule, as applicable, if the relevance of such disclosure to such other sections and subsections is reasonably apparent in light of the form and substance of the disclosure made. The mere inclusion of any item in any section or subsection of the Seller Disclosure Schedule or the Buyer Disclosure Schedule, as applicable, as an exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by the Seller Parties or Buyer, as applicable, or to otherwise imply, that any such item has had or is reasonably expected to have been arranged a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of convenience this Agreement, or that such item meets or exceeds a monetary or other threshold specified for disclosure in separately numbered this Agreement. The sections or subsections of the Seller Disclosure Schedule or the Buyer Disclosure Schedule, as applicable, are arranged in sections corresponding to the numbered and lettered sections and subsections of this Agreement. Any item or matter Matters disclosed in any section or subsection of the Seller Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount Schedule or the inclusion of any item in the representations and warranties contained in this AgreementBuyer Disclosure Schedule, the Disclosure Schedules or the attached exhibits is not intended to imply that the amountsas applicable, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be reflected in the Disclosure Schedulesdisclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No nature or impose any duty or obligation to disclose any information set forth in beyond what is required by this Agreement, and disclosure of such additional matters shall not affect, directly or indirectly, the Disclosure Schedules shall be deemed to broaden in any way interpretation of this Agreement or the scope of the Parties’ representations disclosure obligations hereunder. Headings inserted in the sections or subsections of the Seller Disclosure Schedule or the Buyer Disclosure Schedule, as applicable, are for convenience of reference only and warranties. Any description shall to no extent have the effect of any agreement, document, instrument, plan, arrangement amending or other item changing the express terms of the sections or subsections as set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any ; however, each section or subsection of the Disclosure Schedules shall will be deemed to incorporate by reference all information disclosed with respect to in any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter information to such other section or subsection of the Disclosure Schedules is reasonably apparent on apparent. Capitalized terms used in the face of such disclosureDisclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules Schedules, or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness, and no Party shall party will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules Schedules, or exhibits in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules Schedules, or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall will be deemed to broaden in any way the scope of the Partiesparties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investoritem. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall will be deemed to be an admission by any Party party hereto to any third party Person of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any ; however, each section or subsection of the Disclosure Schedules shall will be deemed to incorporate by reference all information disclosed with respect to in any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter information to such other section or subsection of the Disclosure Schedules is reasonably apparent on apparent. Capitalized terms used in the face of such disclosureDisclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness, and no Party shall will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall will be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investoritem. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall will be deemed to be an admission by any Party hereto to any third party Person of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The Each Disclosure Schedules have been arranged for purposes of convenience Schedule is hereby incorporated in separately numbered sections corresponding to the sections and made a part of this AgreementAgreement as if set forth in full herein. Any matter or item or matter disclosed in any section or subsection on one Schedule of the a Disclosure Schedules Schedule shall be deemed to have been disclosed with respect to any on each other section or subsection of the Disclosure Schedules to the extent that the relevance Schedule of such item or matter to such other section or subsection Disclosure Schedule in which it is reasonably apparent on the face of such disclosuredisclosure that the information is required to be included. Disclosure of any item on any Schedule of a Disclosure Schedule shall not constitute an admission or indication that such item or matter is material or establish any standard of materiality. No disclosure on a Schedule of a Disclosure Schedule relating to a possible breach or violation of any Contract, law or order shall be construed as an admission or indication that a breach or violation exists or has actually occurred. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the a Disclosure Schedules or the attached exhibits Schedule is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness, and no Party shall party will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the such Disclosure Schedules or exhibits Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not set forth described or included in this Agreement, the such Disclosure Schedules or exhibits Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are is within or outside of the Ordinary Course ordinary course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely business for purposes of this Agreement, and no information contained herein . Any capitalized terms used in any Schedule of a Disclosure Schedule or Exhibit but not otherwise defined therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contractdefined as set forth in this Agreement.

Disclosure Schedules. The Disclosure Schedules have been arranged prepared in separately titled sections corresponding to sections of this Agreement for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any convenience; provided, that each section or subsection of the Disclosure Schedules shall be deemed to incorporate by reference all information disclosed with respect to in any other section or subsection of the Disclosure Schedules to the extent it is reasonably apparent on its face that the relevance of such item or matter information applies to such other section of the Disclosure Schedules. The headings used in the Disclosure Schedules are for reference only and shall not be deemed to affect in any way the meaning or subsection is reasonably apparent on interpretation of the face of such disclosureinformation set forth in the Disclosure Schedules or this Agreement. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount or the inclusion in any of any item in the representations and warranties contained in this Agreement, Agreement or the disclosure of any item in any of Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so includeddisclosed, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness, and no Party shall use the fact of the setting specification of the amounts any such amount or the fact of the inclusion any such disclosure of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth described or included in this Agreement, the Agreement or in any Disclosure Schedules or exhibits Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are is within or outside of the Ordinary Course ordinary course of Businessbusiness for purposes of this Agreement. In additionNo disclosure (or absence thereof) set forth in any of the Disclosure Schedules shall imply any representation or warranty which is not contained in this Agreement, matters reflected nor (except as expressly set forth in this Agreement) shall any disclosure (or absence thereof) be deemed to extend the scope of any of the representations and warranties set forth in this Agreement. Items disclosed in the Disclosure Schedules are may not necessarily be limited to matters required by this Agreement to be reflected disclosed therein and may be included solely for informational purposes. No item disclosed in any of the Disclosure SchedulesSchedules relating to any possible breach or violation of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Such additional matters are set forth for informational purposes only and do not necessarily include other matters All of a similar nature. No the information set forth contained in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety kept confidential by the terms of such agreementParties in accordance with the Confidentiality Agreements. Moreover, document, instrument, plan, arrangement or item to in disclosing the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this AgreementSchedules, and no Seller waives any attorney-client privilege or work product protection associated with such information contained herein or therein shall be deemed to be an admission by any Party with respect to any third party of any matter whatsoever, including any violation of Law or breach of contract.the matters disclosed therein. 108

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes In connection with the execution of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Purchaser was provided the Disclosure Schedules. The Disclosure Schedules or the constitute an integral part of this Agreement and are attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, hereto and are or are not required to hereby incorporated herein. There may be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item included in this Agreement, the Disclosure Schedules items and information that are not “material,” and such inclusion will not be deemed to be an acknowledgment or exhibits in agreement that any dispute or controversy between the Parties as to whether any obligation, such item or matter information is “material” and will not set forth be used as a basis for interpreting the terms “material,” “materially,” “materiality,” Company Material Adverse Effect, Seller Material Adverse Effect or included in this Agreement, the Disclosure Schedules any word or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside phrase of the Ordinary Course of Businesssimilar import used herein. In addition, matters Matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected disclosed in the Disclosure Schedules. Such additional matters are set forth for informational purposes only No disclosure in the Disclosure Schedules relating to a possible breach or violation of any Contract, law or order of any Governmental Entity will be construed as an admission or indication that such breach or violation exists or has occurred. Any capitalized term used in the Disclosure Schedules and do not necessarily include other matters of a similar natureotherwise defined therein has the meaning given to such term in this Agreement. No information Any headings set forth in the Disclosure Schedules shall are for convenience of reference only and do not affect the meaning or interpretation of any of the disclosures set forth in the Disclosure Schedules. The disclosure of any matter in any section of the Disclosure Schedules will be deemed to broaden be a disclosure to each other section of the Disclosure Schedules to which such disclosure’s relevance is reasonably apparent on its face. The listing of any matter on the Disclosure Schedules shall expressly not be deemed to constitute an admission by such party, or to otherwise imply, that any such matter is material, is required to be disclosed by such party under this Agreement or falls within relevant minimum thresholders or materiality standards set forth in this Agreement. In no event shall the listing of any way matter in the Disclosure Schedules be deemed or interpreted to expand the scope of the Parties’ representations and warranties. Any description representations, warranties or covenants of any agreementSellers, document, instrument, plan, arrangement the Companies or other item the Company Subsidiaries as set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The With respect to the schedules referenced in Article II of this Agreement (the “Disclosure Schedules”), Company shall prepare a separate schedule for each representation and warranty in Article II that references a schedule. Each such separate schedule shall have a heading expressly referencing the section number and representation and warranty to which it relates. All section headings in the Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding correspond to the sections of this Agreement. Any item or matter disclosed , but information provided in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other constitute disclosure for purposes of each section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection this Agreement where it is reasonably apparent on the face of the disclosure that such disclosure. The specification information qualifies under another provision of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits Agreement. Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules shall have the respective meanings assigned to such terms in this Agreement. Certain information set forth in the Disclosure Schedules is included solely for informational purposes, and may not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not be required to be disclosed (including whether such amounts pursuant to this Agreement. No reference to or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion disclosure of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or other matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters shall be construed as an admission or indication that such item or other matter is required by this Agreement to be reflected referred to or disclosed in the Disclosure Schedules. Such additional matters are set forth for informational purposes only No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The inclusion of any information in the Disclosure Schedules shall not be deemed to be an admission or acknowledgment by Seller that in and do not necessarily include other matters of a similar natureitself, such information is material to or outside the ordinary course of the business or is required to be disclosed on the Disclosure Schedules. No information set forth disclosure in the Disclosure Schedules shall be deemed to broaden create any rights in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contractparty.

Disclosure Schedules. The disclosure schedules attached hereto (the “Disclosure Schedules have been Schedules”) are arranged for purposes of convenience in separately numbered sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Agreement to which such sections and subsections of this Agreementthe Disclosure Schedules relate. Any item or matter disclosed in any An exception to a specific section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section a representation or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item warranty in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information Article III set forth in the Disclosure Schedules modifies the corresponding representation or warranty in Article III, notwithstanding whether such representation and warranty specifically references the Disclosure Schedules. Any fact or item disclosed in any section of the Disclosure Schedules shall not be deemed deemed, solely by reason of such inclusion, to be material and shall not be employed as a point of reference in determining any standard of materiality under this Agreement. Nothing in the Disclosure Schedules is intended to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement representation or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information warranty contained in this Agreement. In connection with the remaking of representations and warranties as of the Closing (but not as to representations and warranties made as of the Effective Date), Landmark shall be permitted at any time (but in no event less than three (3) Business Days prior to Closing unless the fact or circumstance requiring such update shall occur following the three (3) Business Days prior to Closing) to update the Disclosure Schedules as to any fact or circumstance first arising after the Effective Date, to accurately reflect the current state of matters as of the Closing; provided, however, that Landmark shall not be permitted to update the Disclosure Schedules to reflect matters caused by the willful or intentional breach of this Agreement by Landmark or to reflect any breach of representations and exhibits hereto warranties made as of the Effective Date; provided, further, that in the event Landmark makes any such update to the Disclosure Schedules hereunder and the facts or circumstances disclosed by such update materially and adversely affect, or are reasonably likely to materially and adversely affect any Property or the transactions contemplated herein, and do not relate to a Casualty Event or Condemnation Event (any such update, an "Objectionable Disclosure Schedule Update"), then PRLP shall have the right to request that Landmark cure and resolve, at no cost to Landmark, any Objectionable Disclosure Schedule Updates, and, in such event, the Parties shall cooperate in good faith to cure and resolve, at no cost to Landmark, any such Objectionable Disclosure Schedule Update that is disclosed solely for purposes capable of cure or resolution, in each case to PRLP’s reasonable satisfaction; provided, further, that if the Parties are unable to resolve any Objectionable Disclosure Schedule Update to PRLP’s reasonable satisfaction on or prior to the Closing Date, then PRLP shall have the right to terminate this Agreement, at PRLP’s election and no information contained herein in its sole and absolute discretion, either (a) in its entirety and receive a refund of the balance of the Deposit together with any all accrued interest or therein shall be deemed to be an admission by any Party (b) with respect to any third party Property to which such updated disclosure relates, in which case such Property will be designated as a Kick-Out Property, and receive a refund of any matter whatsoever, including any violation of Law or breach of contractthe Allocated Deposit for such Property.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item Except as otherwise provided in the representations and warranties contained in this Agreement, the Company Disclosure Schedules or the attached exhibits is Parent Disclosure Schedules, all capitalized terms used but not intended defined therein shall have the meanings assigned to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item them in this Agreement, . Matters reflected in the Company Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Parent Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected disclosed. No disclosure made in the Company Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in Schedules or the Parent Disclosure Schedules shall be deemed to broaden constitute an admission or determination that any fact or matter so disclosed is material, and no Person shall use the fact of the inclusion of such facts or matters in any way dispute or controversy as to whether any obligation, amount, fact or matter is or is not material. Information disclosed in the scope of Company Disclosure Schedules or the Parties’ representations and warranties. Any description of Parent Disclosure Schedules will qualify any agreementrepresentation, documentwarranty, instrument, plan, arrangement covenant or other item set forth on any Disclosure Schedule is a summary only and is qualified agreement in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item this Agreement to the extent made available that a reasonable buyer would infer the relevance or applicability of the information disclosed to Investorany such representation, warranty, covenant or agreement, notwithstanding the absence of a reference or cross-reference to such representation, warranty, covenant or agreement on any such Company Disclosure Schedules or Parent Disclosure Schedules or the absence of a reference or cross-reference to such Company Disclosure Schedules or Parent Disclosure Schedules in such representation, warranty, covenant or agreement. The information contained in this Agreement, No disclosure in the Company Disclosure Schedules and exhibits hereto is disclosed solely for purposes or the Parent Disclosure Schedules relating to any possible breach or violation of this Agreement, and no information contained herein any agreement or therein Law shall be deemed to be construed as an admission by or indication that any Party to any third party of any matter whatsoever, including any such breach or violation of Law exists or breach of contracthas actually occurred.

Disclosure Schedules. The information set forth in each Section or sub-Section of the Schedules to this Agreement (the “Disclosure Schedules”) is to be taken as relating to the representations and warranties of the Sellers as a whole, notwithstanding the fact that the Disclosure Schedules have been are arranged for purposes of convenience in separately numbered by sections corresponding to the sections in this Agreement or that a particular section of this Agreement. Any item or matter disclosed in any Agreement makes reference to a specific section or subsection of the Disclosure Schedules shall be deemed disclosed with respect and notwithstanding that a particular representation and warranty may not make a reference to any other section or subsection of the Disclosure Schedules (but, in all cases, only to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of the applicable disclosure that such disclosuredisclosure applies to another Section or sub-Section of the Disclosure Schedules). The specification of any dollar amount or the inclusion of any item information in the representations and warranties contained in this Agreement, the Disclosure Schedules will not be construed as, and will not constitute, an admission or the attached exhibits is not intended to imply agreement that the amountsa violation, or higher or lower amountsright of termination, or the items so includeddefault, liability or other itemsobligation of any kind exists with respect to any item, are nor will it be construed as or are not required constitute an admission or agreement that such information is material to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside any of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this AgreementPurchased Assets, the Disclosure Schedules Sellers or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of BusinessPurchaser. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules shall be deemed is intended to broaden imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person will use the fact of the setting forth of any such amount or the inclusion of any such item in any way dispute or controversy between the scope of the Parties’ representations and warranties. Any description of Parties as to whether any agreementobligation, document, instrument, plan, arrangement item or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement matter not described herein or item to the extent made available to Investor. The information contained in this Agreement, included in the Disclosure Schedules and exhibits hereto is disclosed solely or is not material for purposes of this Agreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no information contained Person will use the fact of setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or therein shall be deemed to be an admission by any Party to any third party included in the Disclosure Schedules is or is not in the ordinary course of any matter whatsoever, including any violation business for purposes of Law or breach of contractthis Agreement.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any ; however, each section or subsection of the Disclosure Schedules shall will be deemed to incorporate by reference all information disclosed with respect to in any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter information to such other section or subsection of the Disclosure Schedules is reasonably apparent on its face. Capitalized terms used in the face of such disclosureDisclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits to the Disclosure Schedules is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness, and no Party shall party will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits to the Disclosure Schedules in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits to the Disclosure Schedules is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall will be deemed to broaden in any way the scope of the Partiesparties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule or Updated Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investoritem. The information contained in this Agreement, in the Disclosure Schedules Schedules, and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall will be deemed to be an admission by any Party party to any third party Person of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The References to a specified “Schedule” shall refer to the corresponding schedule in the Seller Disclosure Schedules or Buyer Disclosure Schedules, as applicable. Except as otherwise provided in the Seller Disclosure Schedules or Buyer Disclosure Schedules, all capitalized terms therein shall have been arranged for purposes of convenience the meanings assigned to them in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item Matters reflected in the representations and warranties contained in this Agreement, the Seller Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Buyer Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected disclosed. No disclosure made in the Seller Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include Schedules or Buyer Disclosure Schedules shall constitute an admission or determination that any fact or matter so disclosed is material, could reasonably be expected to have a Material Adverse Effect, meets a dollar or other matters of a similar nature. No information threshold set forth in this Agreement or would otherwise be required to be disclosed, and no Person shall use the Disclosure Schedules shall be deemed to broaden fact of the setting of a threshold or the inclusion of such facts or matters in any way the scope of the Parties’ representations and warranties. Any description of dispute or controversy as to whether any agreementobligation, documentamount, instrument, plan, arrangement fact or other item set forth on any Disclosure Schedule matter is a summary only and or is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely not material for purposes of this Agreement. Information disclosed in any Seller Disclosure Schedule or Buyer Disclosure Schedules delivered will qualify any representation, warranty, covenant or agreement in this Agreement to the extent that a buyer would infer, based on the location and no content of such disclosure, the relevance or applicability of the information contained herein disclosed to any such representation, warranty, covenant or therein agreement, notwithstanding the absence of a reference or cross-reference to such representation, warranty, covenant or agreement on any such Seller Disclosure Schedule or Buyer Disclosure Schedule or the absence of a reference or cross-reference to such Seller Disclosure Schedule or Buyer Disclosure Schedule in such representation, warranty, covenant or agreement. No disclosure in the Seller Disclosure Schedules or Buyer Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be deemed to be construed as an admission by or indication that any Party to any third party of any matter whatsoever, including any such breach or violation of Law exists or breach of contracthas actually occurred.

Disclosure Schedules. The There may be included in the Seller Disclosure Schedule or the Purchaser Disclosure Schedule (collectively, the “Disclosure Schedules”) items and information, the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV or to one or more covenants contained in Article V. Inclusion of such items or information in the Disclosure Schedules have been arranged shall not be deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or is reasonably likely to result in a Material Adverse Effect or to affect the interpretation of such term for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters Matters reflected in the Disclosure Schedules are not necessarily limited to the matters required by this Agreement to be reflected disclosed in the Seller Disclosure SchedulesSchedule or the Purchaser Disclosure Schedule, as the case may be. Such additional matters are The Disclosure Schedules set forth for informational purposes only and do not necessarily include other matters items of a similar nature. No disclosure with specific reference to the particular Section or subsection of this Agreement to which the items or information in such Disclosure Schedule relates; provided, however, that any information set forth in one section or subsection pertaining to representations, warranties and covenants of the Seller Disclosure Schedules Schedule or the Purchaser Disclosure Schedule, as the case may be, shall be deemed to broaden in any way the scope of the Parties’ representations apply to each other section or subsection thereof pertaining to representations, warranties and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item covenants to the extent made available that it is reasonably apparent on its face from a reading of such disclosure that it is relevant to Investor. The information contained in this Agreementsuch other sections or subsections of the Seller Disclosure Schedule or the Purchaser Disclosure Schedule, in as the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contractcase may be.

Disclosure Schedules. The disclosure of any matter, or reference to any Contract, in any Disclosure Schedules have been arranged Schedule to this Agreement shall be deemed to be a disclosure of such matter or Contract for all purposes of convenience in separately numbered sections corresponding this Agreement to which such matter or Contract could reasonably be expected to be pertinent, but shall not be deemed to constitute an admission by Parent, Merger Sub or the sections Company or to otherwise imply that any such matter or Contract is material for the purposes of this Agreement and shall not affect the interpretation of such term for the purposes of this Agreement. Any item or matter In particular, (a) certain matters may be disclosed in any section or subsection of on the Disclosure Schedules that may not be required to be disclosed because of certain minimum thresholds or materiality standards set forth in this Agreement, (b) the disclosure of any such matter does not mean that it meets or surpasses any such minimum thresholds or materiality standards and (c) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of such matters in any Company Disclosure Schedule be deemed or interpreted to expand the scope of the Company’s representations and warranties contained in this Agreement. Each Disclosure Schedule is qualified in its entirety by reference to specific provisions of this Agreement and does not constitute, and shall not be construed as constituting, representations, warranties or covenants of Parent, Merger Sub or the Company or their respective Affiliates, except as and to the extent provided in this Agreement. Matters reflected in a Disclosure Schedule are not necessarily limited to matters or Contracts required by this Agreement to be disclosed in such Disclosure Schedule. Regardless of the existence or absence of cross-references, the disclosure of any matter in any Disclosure Schedule shall be deemed disclosed with respect to any other section or subsection be a disclosure for purposes of the this Agreement and each Disclosure Schedules Schedule to the extent that the relevance of such item or matter to such other section or subsection disclosure is reasonably readily apparent on the face of such disclosurefrom its text. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected section headings in the Disclosure Schedules Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes convenience of reference only and do shall not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way alter or affect the scope of the Parties’ representations and warranties. Any description meaning or interpretation of any agreement, document, instrument, plan, arrangement information disclosed therein or other item set forth on any provision of this Agreement. All attachments to the Disclosure Schedule is a summary only and is qualified are incorporated by reference into the Disclosure Schedule in its entirety by the terms of such agreement, document, instrument, plan, arrangement which they are directly or item to the extent made available to Investorindirectly referenced. The information contained in this Agreement, in the Disclosure Schedules Schedule is in all events subject to Section 5.2 and exhibits hereto is disclosed solely for purposes of this the Confidentiality Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.. 101

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to the Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any ; however, each section or subsection of the Disclosure Schedules shall will be deemed to incorporate by reference all information disclosed with respect to in any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter information to such other section or subsection of the Disclosure Schedules is reasonably apparent on apparent. Capitalized terms used in the face of such disclosureDisclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall party will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investoritem. The information contained in this Agreement, in the Disclosure Schedules Schedules, and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall will be deemed to be an admission by any Party party hereto to any third party Person of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any ; however, each section or subsection of the Disclosure Schedules shall will be deemed to incorporate by reference all information disclosed with respect to in any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter information to such other section or subsection of the Disclosure Schedules is reasonably apparent on apparent. Capitalized terms used in the face of such disclosureDisclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules Schedules, or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness, and no Party shall party will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall will be deemed to broaden in any way the scope of the Parties’ parties' representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investoritem. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall will be deemed to be an admission by any Party party hereto to any third party Person of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The All capitalized terms not defined in the Company Disclosure Schedules Schedule shall have been arranged for purposes of convenience the meanings assigned to them in separately numbered sections corresponding to the sections of this Agreement. Any item or Each representation and warranty of the Company in this Agreement is made and given, and the covenants are agreed to, subject to the disclosures and exceptions set forth on the Company Disclosure Schedule. The disclosure of any matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Company Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be a disclosure by the Company for all purposes of this Agreement and all other sections of the Company Disclosure Schedule to which such disclosure reasonably would be inferred. The listing of any matter on the Company Disclosure Schedule shall expressly not be deemed to constitute an admission by the Company, or to otherwise imply, that any Party such matter is material, is required to be disclosed by the Company under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Company Disclosure Schedule relating to any third party possible breach or violation by the Company of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter whatsoeverin the Company Disclosure Schedule be deemed or interpreted to expand the scope of the Company’s representations, including any violation warranties and/or covenants set forth in this Agreement. On the date of Law this Agreement, the Company shall be entitled to update the Company Disclosure Schedule relating to the representations and warranties set forth in Article III to reflect factors, circumstances or breach events first arising or, in the case of contractrepresentations given to the knowledge of the Company, becoming known to the Company between the Determination Date and the date of this Agreement by providing Parent with written notice setting forth the update and specifying the section or sections of the Company Disclosure Schedule to be updated thereby. Any such updates shall not modify the Company Disclosure Schedule for purposes of determining whether the Company’s representations and warranties are true and correct on and as of the Closing Date in connection with the conditions set forth in Section 7.3(a).

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes inclusion of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed any information (including dollar amounts) in any section or subsection of the Company Disclosure Schedules shall not be deemed disclosed with respect to any other section be an admission or subsection of acknowledgment by the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this AgreementCompany, the Disclosure Schedules or the attached exhibits is not intended to imply that the amountsMerger Sub I, or higher or lower amountsMerger Sub II, or the items so includedas applicable, or other items, are or are not that such information is required to be disclosed (including whether listed in such amounts section or items are required is material to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Businessthe Company, Merger Sub I, or Merger Sub II, as applicable, nor shall such information be deemed to establish a standard of materiality (and no Party shall use the fact actual standard of materiality may be higher or lower than the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be matters disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Businessby such information). In addition, matters reflected in the Company Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Schedules. Such Any such additional matters are set forth for informational purposes only and do not necessarily include (and shall not be deemed to include) other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Company Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party party hereto to any third party of any matter whatsoeverwhatsoever (including, including without limitation, any violation of applicable Law or breach of contract). Any information disclosed in the Company Disclosure Schedules under any section number shall be deemed to be disclosed and incorporated in the Company Disclosure Schedules under any other section to the extent the relevance of such information to such other section would be reasonably apparent on its face to a reader of such information. References in the Disclosure Schedules to any Contract include references to such Contract’s exhibits, amendments, schedules and purchase orders so long as such exhibit, amendment, schedule or purchase order has been Made Available to SPAC. Subject to applicable Law, any information is disclosed in confidence for the purposes contemplated in this Agreement and is subject to the confidentiality provisions of the NDA.

Disclosure Schedules. The Except as otherwise provided in the Disclosure Schedules Schedules, all capitalized terms therein shall have been arranged for purposes of convenience the meanings assigned to them in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters Matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected disclosed. No disclosure made in the Disclosure Schedules. Such additional matters are Schedules shall constitute an admission or determination that any fact or matter so disclosed is material, has had or could reasonably be expected to have a Material Adverse Effect, meets a dollar or other threshold set forth for informational purposes only in this Agreement or would otherwise be required to be disclosed, and do not necessarily include other matters no Person shall use the fact of the setting of a similar naturethreshold or the inclusion of such facts or matters in any dispute or controversy as to whether any obligation, amount, fact or matter is or is not material for purposes of this Agreement. Information disclosed in any section of any Disclosure Schedule will qualify any representation, warranty, covenant or agreement in this Agreement to the extent that a reasonable buyer would infer the relevance or applicability of the information disclosed to any such representation, warranty, covenant or agreement, notwithstanding the absence of a reference or cross-reference to such representation, warranty, covenant or agreement in any such section of such Disclosure Schedule or the absence of a reference or cross-reference to such section of such Disclosure Schedule in such representation, warranty, covenant or agreement. No information disclosure in any section of the Disclosure Schedules shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. All section or schedule references set forth in the Disclosure Schedules shall be deemed correspond to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item respective sections set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, Agreement and any disclosures in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes that refer to a document are qualified in their entirety by reference to the full text of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contractsuch document.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any ; however, each section or subsection of the Disclosure Schedules shall will be deemed to incorporate by reference all information disclosed with respect to in any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter information to such other section or subsection of the Disclosure Schedules is reasonably apparent on its face. Capitalized terms used in the face of such disclosureDisclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules, the Updated Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness, and no Party shall party will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules, the Updated Schedules or exhibits in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules, the Updated Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness. In addition, matters reflected in the Disclosure Schedules and the Updated Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules and the Updated Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall or the Updated Schedules will be deemed to broaden in any way the scope of the Partiesparties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule or Updated Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to InvestorBuyer. The information contained in this Agreement, in the Disclosure Schedules Schedules, the Updated Schedules, and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall will be deemed to be an admission by any Party party hereto to any third party Person of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The Disclosures on the Purchaser Disclosure Schedules have been Schedule or the Seller Disclosure Schedule (each, a “Disclosure Schedule”) shall be arranged for purposes of convenience in separately numbered sections corresponding to the numbered and lettered sections of this Agreement. Any item or matter disclosed in , and any disclosure set forth on any section or subsection of the a Disclosure Schedules Schedule shall be deemed to be disclosed with respect to any by the party hereto delivering such Disclosure Schedule for all sections of this Agreement and all other section or subsection sections of the such Disclosure Schedules Schedule to the extent that the relevance of such item or matter to such other section or subsection it is reasonably apparent on the its face from a reading of such disclosuredisclosure that such disclosure is applicable to such other sections of this Agreement or such other sections of such Disclosure Schedule. The specification headings contained in a Disclosure Schedule are for convenience of any dollar amount reference only and shall not be deemed to modify or influence the interpretation of the information contained in such Disclosure Schedule or this Agreement. Except as otherwise expressly required by this Agreement, the inclusion of any item information in any section of a Disclosure Schedule shall not be deemed to be an admission or acknowledgment by the representations and warranties contained in this Agreement, the party hereto delivering such Disclosure Schedules Schedule or the attached exhibits is not intended to otherwise imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not such information is required to be disclosed (including whether listed in any section of such amounts Disclosure Schedule or items are required that any such matter rises to be disclosed a Purchaser Material Adverse Effect or Company Material Adverse Effect, as applicable, or is material or threatened) or are within to or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters Matters reflected in the a Disclosure Schedules Schedule are not necessarily limited to matters required by this Agreement to be reflected in the such Disclosure SchedulesSchedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth All references in a Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks between Purchaser and Seller and were not intended to be admissions against interests (with respect to third parties), - #PageNum# - 703550379 give rise to any inference or proof of accuracy, be admissible against any party to this Agreement by any Person who is not a party to this Agreement, or give rise to any claim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedules Schedule of any allegation, threat, notice or other communication shall not be deemed to broaden in any way the scope include disclosure of the Parties’ representations and warrantiestruth of the matter communicated. Any description In addition, with respect to third parties, the disclosure of any agreement, document, instrument, plan, arrangement or other item set forth on any matter in a Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of applicable Law, any Governmental Order or Governmental Authorization or Contract or other topic to which such disclosure is applicable. In no event shall the disclosure of matters disclosed in a Disclosure Schedule be deemed or interpreted to broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such Disclosure Schedule except to the extent provided in this Agreement. No reference in a Disclosure Schedule shall by itself be construed as an admission or indication that a Contract or other document is enforceable or currently in effect except to the extent provided in this Agreement. Where a Contract or other document is referenced, summarized or described in a Disclosure Schedule, such reference, summary only or description does not purport to be a complete statement of the terms or conditions of such Contract or other document and such reference, summary or description is qualified in its entirety by the specific terms and conditions of such agreement, Contract or other document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes (“Disclosure Schedules”) as defined in (and attached to) that certain Securities Purchase Agreement dated as of convenience in separately numbered sections corresponding November 30, 2021 (the “Agreement”) by and among Pish Posh Baby LLC, a Delaware limited liability company (the “Company”) and the Purchaser named therein, is being furnished by the Company pursuant to Section 3 of the sections of this Agreement. Any item or matter disclosed in any section or subsection of As contemplated by the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or contain certain information that constitute exceptions to the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside representations and warranties of the Ordinary Course of Business, and no Party shall use Company in the fact of the setting of the amounts or the fact of the inclusion of any item Agreement. The section numbers in this Agreement, the Disclosure Schedules or exhibits correspond to the section numbers in the Agreement. Section headings are provided for convenience only. Unless otherwise defined in the Disclosure Schedules, any dispute or controversy between capitalized terms used but not defined herein shall have the Parties as same meanings given to whether any obligation, item or matter not set forth or included such terms in this the Agreement, . Nothing in the Disclosure Schedules constitute an admission of any liability or exhibits is obligation of the Company to any third party, or is an admission against the interests of the Company or any other person or entity named herein. The Disclosure Schedules include brief descriptions of certain agreements and documents and does not required purport to be disclosed (including whether the amount a comprehensive summary of such agreements. All agreements, plans or items are required other documents referred to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited available to matters required by this Agreement to be reflected in the Disclosure Schedulesany Purchaser or its counsel upon written request of such documents. Such additional matters are set forth for informational purposes only and do not necessarily include other matters The disclosure of a similar nature. No any item or information set forth in the Disclosure Schedules shall be do not constitute an admission, nor will it otherwise imply that any such item or information is material or creates measures for materiality for the purposes of the Agreement. Where the representations and warranties in the Agreement contain specific dollar thresholds, information listed in response thereto may include items and matters that are below such dollar thresholds. Any disclosure made in one Schedule is deemed to broaden be a disclosure in any way the scope of the Parties’ representations and warranties. Any description of any agreementeach other Schedule, documentwhether or not specifically mentioned in such other Schedule, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available that it is apparent from a plain reading of the disclosure that such disclosure is applicable to Investorsuch other Schedule. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.PISHPOSH LLC SECURITIES PURCHASE AGREEMENT

Disclosure Schedules. The representations and warranties of Seller set forth in this Agreement are made and given subject to the disclosures in the Disclosure Schedules. Where a reference is made only to a particular disclosed document, the full contents of the document are deemed to be disclosed. Inclusion of information in the Disclosure Schedules will not be construed as an admission that such information is material to the business, operations or condition (financial or otherwise) of Seller, in whole or in part, or as an admission of Liability or obligation of Seller to any third Person. The specific disclosures set forth in the Disclosure Schedules have been arranged for purposes of convenience organized to correspond to section references in separately numbered sections corresponding this Agreement to which the disclosure is most likely to relate, together with appropriate cross-references when disclosure is applicable to other sections of this Agreement. Any item or matter disclosed ; provided, however, that any disclosure in any section or subsection of the Disclosure Schedules shall will apply to and will be deemed to be disclosed with respect to in any other section or subsection of the Disclosure Schedules to Schedules, so long as the extent that the relevance applicability of such item or matter to such other section or subsection disclosure is reasonably apparent on its face. It is understood and agreed that the face of such disclosure. The specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, such amounts or higher or lower amounts, or the items so included, included or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Businessmaterial, and no Party or other Person shall use the fact of the setting of the such amounts or the fact of the inclusion of any such item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth described in this Agreement or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein . Nothing in this Agreement (including the Disclosure Schedules) shall be deemed to be an admission by either Party or any of its Affiliates, in any Causes of Action, that such Party to or any such Affiliate, or any third party party, is or is not in breach or violation of, or in default in, the performance or observance of any matter whatsoever, including term or provisions of any violation of Law Contract or breach of contractLaw.

Disclosure Schedules. The Disclosure Schedules have been and the Buyer Disclosure Schedules will be arranged for purposes of convenience in separately numbered sections corresponding to the sections contained in Section 1.1 or Article III, as applicable, and any reference in Section 1.1 or Article III, as the case may be, to items “set forth on Schedule” or “Schedule contains” or words of similar effect will be deemed to mean the section or subsection of the Disclosure Schedules or the Buyer Disclosure Schedules, as the case may be, corresponding to the section or subsection of this AgreementAgreement where such reference appears. Any item or matter disclosed The disclosures in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of and the Buyer Disclosure Schedules to the extent will qualify other sections or subsections in Article III if it is reasonably apparent that the relevance of such item or matter disclosure is applicable to such other section sections and subsections. No reference to or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion disclosure of any item or other matter in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply Buyer Disclosure Schedules shall be construed as an admission or indication that the amounts, or higher or lower amounts, or the items so included, such item or other items, are matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or are not that such item or other matter is required to be referred to or disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Buyer Disclosure Schedules, as the case may be. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No The information set forth in the Disclosure Schedules shall be deemed to broaden in any way and the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Buyer Disclosure Schedules and exhibits hereto is disclosed solely for the purposes of this Agreement, and no information contained herein or set forth therein shall be deemed to be an admission by any Party Seller or Buyer, as the case may be, to any third third-party of any matter whatsoever, including any violation of Law or breach of contract.any Contract. The Disclosure Schedules and the Buyer Disclosure Schedules and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of Seller or Buyer, as applicable, contained in this Agreement. Nothing in the Disclosure Schedules or the Buyer Disclosure Schedules is intended to broaden the scope of any representation or warranty contained in this Agreement or create any covenant. Matters reflected in the Disclosure Schedules and the Buyer Disclosure Schedules are not necessarily limited to matters required by the Agreement to be reflected in the Disclosure Schedules or the Buyer Disclosure Schedules, as the case may be. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. 105

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes No reference to or disclosure of convenience in separately numbered sections corresponding to the sections of this Agreement. Any any item or other matter disclosed in any section or subsection of the Company Disclosure Schedules Schedule shall be deemed disclosed with respect to any other section construed as an admission or subsection of the Disclosure Schedules to the extent indication that the relevance of such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever, including as to dollar amount) or that such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not matter is required to be referred to or disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Company Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure SchedulesSchedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No The information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Company Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for the purposes of this Agreement, and no information contained herein or set forth therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contractany Contract. The section numbers contained in the Company Disclosure Schedule correspond to the section numbers in this Agreement; provided, that any information disclosed therein under any section number shall be deemed to be disclosed and incorporated in any other section of this Agreement where such disclosure (i) would be appropriate and reasonably apparent on the face of such disclosure whether or not such disclosure contains an express cross-reference and (ii) contains all of the information and reasonable detail required to be disclosed thereunder. The Company Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of Sellers and the Company, on the one hand, and Parent, respectively, contained in this Agreement. Nothing in the Company Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in this Agreement or create any covenant. Matters reflected in the Company Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected in the Company Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. References to any documents contained in the Company Disclosure Schedule are not intended to summarize or describe such documents, but rather are for the existence of such documents only. All Contracts listed in the Company Disclosure Schedule shall be deemed to include all written appendices, exhibits, schedules, modifications, amendments to, and all written orders, purchase orders, implementation, statements of work, program descriptions and other documents issued under, or executed in connection with, such Contracts.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any Each section or subsection of the Disclosure Schedules shall be deemed disclosed with respect Schedule qualifies the Section of this Agreement to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosurewhich it corresponds. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits Schedule is not intended to imply that the amountsconstitute, and shall not be construed as constituting, representations or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside warranties of the Ordinary Course of Business, Company except to the extent expressly provided in this Agreement and no Party shall use not be deemed to expand in any way the fact of the setting of the amounts scope or the fact of the inclusion effect of any item in this Agreement, the Disclosure Schedules of such representations or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Businesswarranties. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No Certain information set forth in the Disclosure Schedules Schedule is included solely for information purposes and may not be required to be disclosed pursuant to this Agreement. The inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed to broaden constitute an acknowledgment that such information is required to be disclosed in any way connection with the scope representations or warranties of the Parties’ representations and warrantiesCompany nor shall such information constitute an admission by any party hereto, as applicable, that such item constitutes an item, event, circumstance or occurrence that is material to the Company or its Subsidiaries or constitutes a Material Adverse Effect. Any description of any agreement, document, instrument, plan, arrangement fact or other item set forth on that is disclosed in any Disclosure Schedule is in a summary only and is qualified in way as to make its entirety relevance or applicability to information called for by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the any other Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein Schedule reasonably apparent on its face shall be deemed to be disclosed in such other Disclosure Schedule, notwithstanding the omission of a reference or cross-reference thereto. Disclosure of any allegations with respect to any alleged breach, violation or default under any contractual or other obligation, or any law, is not an admission that such breach, violation or default has occurred. Other than express references to particular Schedules, headings and subheadings have been inserted on certain Schedules for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of such Schedules. Where the terms of a contract or other item have been summarized or described in the Schedules, such summary or description does not purport to be a complete statement of the material terms of such contract or other item. The information provided in the Disclosure Schedule is being provided solely for the purpose of making disclosures to Parent and Merger Sub under this Agreement. In disclosing this information, the Company does not waive, and expressly reserves any rights under, any attorney-client privilege associated with such information or any protection afforded by any Party the work-product doctrine with respect to any third party of any matter whatsoever, including any violation of Law the matters disclosed or breach of contractdiscussed therein.

Disclosure Schedules. The Matters reflected in the Sellers’ Disclosure Schedules Schedule and Buyer’s Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Sellers’ Disclosure Schedule or Buyer’s Disclosure Schedule. To the extent any such additional matters are included, they are included for informational purposes and do not necessarily include other matters of a similar nature. Headings and subheadings have been arranged inserted in the Sellers’ Disclosure Schedule and the Buyer’s Disclosure Schedule for purposes convenience of convenience reference only and shall not have the effect of amending or changing the express description thereof as set forth in separately numbered sections corresponding to the sections of this Agreement. Any Disclosure of any fact or item in this Agreement or matter disclosed the Sellers’ Disclosure Schedule and the Buyer’s Disclosure Schedule referenced by a particular Section in any section or subsection of the Disclosure Schedules this Agreement shall be deemed to have been disclosed with respect to any every other section or subsection of the Disclosure Schedules Section in this Agreement to the extent that the relevance of such item or matter to such other section or subsection it is reasonably apparent on from the face of such disclosuredisclosure that such disclosure would apply to such other sections. The Neither the specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, Agreement nor the inclusion of any specific item in the Sellers’ Disclosure Schedules Schedule or the attached exhibits Buyer’s Disclosure Schedule is not intended to imply that the such amounts, or higher or lower amounts, or the items item so included, included or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting forth of the such amounts or the fact of the inclusion of any such item in this Agreement, the Sellers’ Disclosure Schedules Schedule or exhibits Buyer’s Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including including, whether the amount such amounts or items are required to be disclosed as material or threatened) or are within not material), or outside may constitute an event or condition which would reasonably be considered to have a Material Adverse Effect. No matter or item disclosed on the Sellers’ Disclosure Schedule or the Buyer’s Disclosure Schedule admitting or indicating a possible breach or violation of the Ordinary Course of Businessany Contract, Law or Order shall be construed as an admission or indication that an actual breach or violation exists, has actually occurred or will occur. In addition, matters reflected in the Disclosure Schedules are Sellers do not necessarily limited assume any responsibility to matters required by any Person that is not a party to this Agreement to be reflected in for the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters accuracy of a similar nature. No any information set forth in the Sellers’ Disclosure Schedules shall be deemed Schedule. Bxxxx does not assume any responsibility to broaden in any way Person that is not a party to this Agreement for the scope of the Parties’ representations and warranties. Any description accuracy of any agreement, document, instrument, plan, arrangement or other item information set forth in the Buyer’s Disclosure Schedule. Subject to applicable law, the information on any the Sellers’ Disclosure Schedule and the Buyer’s Disclosure Schedule is a summary only disclosed in confidence for the purposes contemplated in this Agreement and is qualified in its entirety subject to the confidentiality provisions of any other agreements entered into by the terms Parties or their Affiliates. Moreover, without limiting the rights of the other Parties to this Agreement with respect to such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreementinformation, in disclosing the information in the Sellers’ Disclosure Schedules Schedule or the Buyer’s Disclosure Schedule, each Seller and exhibits hereto is disclosed solely for purposes of this Agreement, and no Buyer expressly does not waive any attorney-client privilege associated with such information contained herein or therein shall be deemed to be an admission any protection afforded by any Party the work-product doctrine with respect to any third party of any matter whatsoever, including any violation of Law the matters disclosed or breach of contractdiscussed therein.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any ; however, each section or subsection of the Disclosure Schedules shall will be deemed to incorporate by reference all information disclosed with respect to in any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter information to such other section or subsection of the Disclosure Schedules is reasonably apparent on the face of such disclosure. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness, and no Party shall party will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness. In addition, matters 79 reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall will be deemed to broaden in any way the scope of the Partiesparties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall will be deemed to be an admission by any Party party hereto to any third party Person of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The representations and warranties set forth in this Agreement which reference a “Schedule” are made and given subject to the applicable disclosure set forth in the Disclosure Schedules which corresponds to such representation and warranty. The Disclosure Schedules have been arranged for purposes shall not be deemed to expand in any way the scope or effect of convenience in separately numbered sections corresponding to the sections of this Agreementany such representations or warranties or create a covenant. Any item or matter disclosed disclosure set forth in any one section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any apply to each other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter which it specifically refers and to such other section sections or subsection subsections to which it is reasonably apparent on the face of such disclosuredisclosure that it applies, without reference to any underlying document or material and assuming no independent knowledge of the underlying document or material by the reader. The specification of any dollar amount or the mere inclusion of any an item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are as an exception to a representation or warranty shall not necessarily limited alone be deemed an admission of liability or obligation of the Company, the Seller or the Owners, as the case may be, or an admission or evidence that such item represents a material fact, event or circumstance nor shall it be deemed an admission of liability or obligation to matters any third party. No Disclosure Schedule relating to any possible breach or violation of any agreement or Law shall be construed as an admission that any such breach or violation has actually occurred. No reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as an admission or indication that such item or other matter disclosed is material or such item or other matter is required by this Agreement to be reflected referred to or disclosed in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include Any reference to a contract, statement, plan, report or other matters document of a similar nature. No information set forth any kind in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is be a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item disclosure thereof to the extent made available the applicable representation or warranty calls for a listing of the same and it shall not in such case be necessary to Investor. The information contained in this Agreement, in identify or reference specific provisions of such documents except to the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein extent necessary to clarify or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contractqualify such disclosure.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience prepared in separately numbered titled sections corresponding to the sections of this Agreement. Any item or matter disclosed in any ; provided that each section or subsection of the Disclosure Schedules shall be deemed to incorporate by reference all information disclosed with respect to in any other section or subsection of the Disclosure Schedules to the extent it is reasonably apparent on its face that the relevance of such item or matter information applies to such other section of the Disclosure Schedules. The headings used in the Disclosure Schedules are for reference only and shall not be deemed to affect in any way the meaning or subsection is reasonably apparent on interpretation of the face of such disclosureinformation set forth in the Disclosure Schedules or this Agreement. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount or the inclusion in any of any item in the representations and warranties contained in this Agreement, Agreement or the disclosure of any item in any of Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so includeddisclosed, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness, and no Party shall use the fact of the setting specification of the amounts any such amount or the fact of the inclusion any such disclosure of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth described or included in this Agreement, the Agreement or in any Disclosure Schedules or exhibits Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are is within or outside of the Ordinary Course ordinary course of Businessbusiness for purposes of this Agreement. In additionNo disclosure (or absence thereof) set forth in any of the Disclosure Schedules shall imply any representation or warranty which is not contained in this Agreement, matters reflected nor shall any disclosure (or absence thereof) be deemed to extend the scope of any of the representations and warranties set forth in this Agreement. Items disclosed in the Disclosure Schedules are may not necessarily be limited to matters required by this Agreement to be reflected disclosed therein and may be included solely for informational purposes. No item disclosed in any of the Disclosure SchedulesSchedules relating to any possible breach or violation of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Such additional matters are set forth for informational purposes only and do not necessarily include other matters All of a similar nature. No the information set forth contained in the Disclosure Schedules shall be deemed to broaden in kept strictly confidential by the Parties and no other Person may rely on any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement information disclosed or other item set forth on any Disclosure Schedule is a summary only and is qualified therein. Moreover, in its entirety by disclosing the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this AgreementSchedules, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.Seller does

Disclosure Schedules. The All schedules attached hereto (including the Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections Schedule) are incorporated herein and expressly made a part of this AgreementAgreement as though completely set forth herein. Any item or matter disclosed A disclosure in any particular schedule or section or subsection of the Disclosure Schedules Schedule or otherwise in this Agreement shall be deemed disclosed with respect to constitute disclosure of such information in any and all other section schedules or subsection sections of the Disclosure Schedules Schedule in which the same information may be required to be included in accordance with the extent that terms of this Agreement and shall limit and qualify all representations and warranties of the relevance disclosing party to which such information may apply so long as, in each case, the applicability of such item or matter the disclosures to such other section schedule or subsection sections of the Disclosure Schedule or representations and warranties is reasonably apparent on its face from the face information set forth therein. The information set forth in the schedules attached hereto (including the Disclosure Schedule) is disclosed solely for the purposes of such disclosurethis Agreement, and no information set forth therein shall be deemed to be an admission by any Party hereto to any third party of any matter whatsoever, including of any violation of applicable law or breach of any agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, any schedule or the Disclosure Schedules Schedule or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, any schedule or the Disclosure Schedules Schedules, or exhibits in any dispute or controversy between the Parties hereto as to whether any obligation, item or matter not set forth or included in this Agreement, any schedule or the Disclosure Schedules Schedules, or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are is within or outside of the Ordinary Course ordinary course of Businessbusiness for purposes of this Agreement. In addition, matters reflected in any schedule or the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedulestherein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth Nothing in any schedule or the Disclosure Schedules shall be deemed is intended to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement representation or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information warranty contained in this Agreement, . Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The Disclosures on the Purchaser Disclosure Schedules have been Schedule or the Seller Disclosure Schedule (each, a “Disclosure Schedule”) shall be arranged for purposes of convenience in separately numbered sections corresponding to the numbered and lettered sections of this Agreement, and any disclosure set forth on any section of a Disclosure Schedule shall be deemed to be disclosed by the party hereto delivering such Disclosure Schedule only for the section of this Agreement corresponding to the section of the Disclosure Schedule and all other sections of this Agreement to the extent that it is reasonably apparent that such disclosure is applicable to such other sections of this Agreement. Any item The headings contained in a Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or matter disclosed influence the interpretation of the information contained in such Disclosure Schedule or this Agreement. The inclusion of any information in any section or subsection of the a Disclosure Schedules Schedule shall not be deemed disclosed with respect to any other section be an admission or subsection of acknowledgment by the party hereto delivering such Disclosure Schedules to the extent that the relevance of such item Schedule or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to otherwise imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not such information is required to be disclosed (including whether listed in any section of such amounts Disclosure Schedule or items are required that any such matter rises to be disclosed a Purchaser Material Adverse Effect or Company Material Adverse Effect, as applicable, or is material or threatened) or are within to or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters Matters reflected in the a Disclosure Schedules Schedule are not necessarily limited to matters required by this Agreement to be reflected in the such Disclosure SchedulesSchedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth All references in a Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks between the Purchaser Parties, on the one hand, and Seller, on the other hand, and were not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any party to this Agreement by any Person who is not a party to this Agreement, or give rise to any claim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedules Schedule of any allegation, threat, notice or other communication shall not be deemed to broaden in any way the scope include disclosure of the Parties’ representations and warrantiestruth of the matter communicated. Any description In addition, the disclosure of any agreement, document, instrument, plan, arrangement or other item set forth on any matter in a Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of applicable Law, any Governmental Order or Governmental Authorization or Contract or other topic to which such disclosure is applicable. In no event shall the disclosure of matters disclosed in a Disclosure Schedule be deemed or interpreted to constitute or broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such Disclosure Schedule except to the extent provided in this Agreement. No reference in a Disclosure Schedule shall by itself be construed as an admission or indication that a Contract or other document is enforceable or in effect as of the date hereof except to the extent provided in this Agreement. Where a Contract or other document is referenced, summarized or described in a Disclosure Schedule, such reference, summary only or description does not purport to be a complete statement of the terms or conditions of such Contract or other document and such reference, summary or description is qualified in its entirety by the specific terms and conditions of such agreement, Contract or other document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes In connection with the execution of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Company delivered to Parent and Merger Sub the Company Disclosure Schedules Schedule setting forth, among other things, items the disclosure of which is necessary or appropriate either (a) in response to an express disclosure requirement contained in a provision hereof or (b) as an exception to one or more representations or warranties contained in Article III or to one or more of the Company's covenants contained in Article V or Article VI. The Company Disclosure Schedule constitutes an integral part of this Agreement and is attached exhibits hereto and is not intended to imply hereby incorporated herein. There may be included in the Company Disclosure Schedule and elsewhere in this Agreement items and information that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required “material,” and such inclusion will not be deemed to be disclosed (including whether an acknowledgment or agreement that any such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter information (or any non-disclosed item or information of comparable or greater significance) is “material” and will not set forth be used as a basis for interpreting the terms “material,” “materially,” “materiality” or included in this Agreement, the Disclosure Schedules any word or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside phrase of the Ordinary Course of Businesssimilar import used herein. In addition, matters Matters reflected in the Company Disclosure Schedules Schedule are not necessarily limited to matters required by this Agreement to be reflected disclosed in the Company Disclosure SchedulesSchedule. Such additional matters No disclosure in the Company Disclosure Schedule relating to a possible breach or violation of any contract, law or order of any Governmental Authority will be construed as an admission or indication that such breach or violation exists or has occurred. Any disclosures in the Company Disclosure Schedule that refer to a document are qualified in their entirety by reference to the text of such document, including all amendments, exhibits, schedules and other attachments thereto. Any capitalized term used in the Company Disclosure Schedule and not otherwise defined therein has the meaning given to such term in this Agreement. Any headings set forth in the Company Disclosure Schedule are for informational purposes convenience of reference only and do not necessarily include other matters affect the meaning or interpretation of a similar nature. No information any of the disclosures set forth in the Company Disclosure Schedules shall Schedule. The disclosure of any matter in any section of the Company Disclosure Schedule will be deemed to broaden be a disclosure by the Company to each other section of the Company Disclosure Schedule to which such disclosure's relevance is reasonably apparent on its face. The listing of any matter on the Company Disclosure Schedule shall expressly not be deemed to constitute an admission by such party, or to otherwise imply, that any such matter is material, is required to be disclosed by such party under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. In no event shall the listing of any way matter in the Company Disclosure Schedule be deemed or interpreted to expand the scope of the Parties’ representations and warranties. Any description of any agreementCompany's representations, document, instrument, plan, arrangement or other item warranties and/or covenants set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The Company Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed Capitalized terms used in any section or subsection of the Company Disclosure Schedules shall and not otherwise defined therein have the meanings given to them in this Agreement. In the event a subject matter is addressed in more than one representation and warranty, the Company and Company Members or the Parent will be deemed disclosed with respect entitled to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent rely only on the face of most specific representation and warranty addressing such disclosurematter. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Company Disclosure Schedules Schedules, or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness, and no Party party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Company Disclosure Schedules Schedules, or exhibits in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Company Disclosure Schedules Schedules, or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness. In addition, matters reflected in the Company Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Company Disclosure Schedules shall be deemed to broaden in any way the scope of the Partiesapplicable parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any the Company Disclosure Schedule Schedules is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investoritem. The information contained in this Agreement, in the Company Disclosure Schedules Schedules, and exhibits hereto and thereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party party hereto to any third party of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement. Any item or matter disclosed in any section or subsection of Agreement to the Disclosure Schedules shall be deemed disclosed with respect extent a cross-reference is expressly made to any such other section in such Disclosure Schedule or subsection of the Disclosure Schedules to the extent that the relevance of such item as an exception to, or matter to such other as applicable, disclosure for the purposes of, another section or subsection of this Agreement is reasonably apparent on from the face of such disclosuredisclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The specification fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar amount thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or the “Material Adverse Effect,” or other similar terms in this Agreement. The inclusion of any item in the representations and warranties contained in this AgreementDisclosure Schedules shall not constitute an admission by the Company Aggregator, the Disclosure Schedules Company or the attached exhibits is not intended to imply Parent, as applicable, that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any Contract, Law or order shall be disclosed (including whether construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected information contained in the Disclosure Schedules are not necessarily limited intended only to matters required by qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do shall not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden expand in any way the scope of the Parties’ representations and warranties. Any description or effect of any agreementsuch representations, document, instrument, plan, arrangement warranties or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contractcovenants.

Disclosure Schedules. The Disclosure Schedules have been are arranged for purposes of convenience in separately numbered sections corresponding to the sections Sections of this Agreement. Any Agreement for the convenience of the Parties, and the disclosure of an item or matter disclosed in any one section or subsection of the Disclosure Schedules as an exception to a particular representation or warranty in Article III or Article IV of this Agreement shall be deemed adequately disclosed as an exception with respect to any other section or subsection all representations and warranties in Article III and Article IV of the Disclosure Schedules this Agreement to the extent that the relevance of such item or matter to such other section representations or subsection warranties is reasonably apparent on the its face (without an examination of such disclosureunderlying documents). The specification Disclosure Schedules are not intended to constitute, and shall not be construed as constituting, representations and warranties of any dollar amount Blocker or the Company. The inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, such item so included (or higher any non-disclosed item or lower amounts, information of comparable or the items so included, greater significance) is or other items, are or are is not required to be disclosed (including whether such amounts in the Disclosure Schedules, is or items are required is not material to be disclosed as material the Seller Parties, Blocker or threatened) the Group Companies, or are is within or outside of the Ordinary Course ordinary course of Businessbusiness, and no Party shall Person may use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties involving such Person as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether therein, is or is not material to the amount Seller Parties, Blocker or items are required to be disclosed as material the Group Companies, or threatened) or are is within or outside of the Ordinary Course ordinary course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investorbusiness. The information contained in this Agreement, in the Disclosure Schedules Schedules, and exhibits the Exhibits hereto and thereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall will be deemed to be an admission by any Party party hereto to any third party Person of any matter whatsoever, including any violation of Law any Legal Requirement or breach of contractContractual Obligation.

Disclosure Schedules. The Notwithstanding the fact that the Disclosure Schedules have been are arranged for purposes of convenience in separately numbered by sections corresponding to the sections section in this Agreement or that a particular section of this Agreement. Any item or matter disclosed the Agreement makes reference to a specific Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to a Disclosure Schedule, a disclosure made in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to made in any other section or subsection of the Disclosure Schedules Schedule to the extent that which the relevance of such item or matter to such other section or subsection disclosure is reasonably readily apparent on from the face text of such disclosure. The specification of any dollar amount or the inclusion of any item information in the representations and warranties contained in this Agreement, the Disclosure Schedules shall not be construed as or the attached exhibits is not intended to imply constitute an admission or agreement that the amountsa violation, or higher or lower amountsright of termination, or the items so includeddefault, liability or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion obligation of any item in this Agreementkind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Disclosure Schedules Company or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of BusinessSeller. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall be deemed to broaden use the fact of the setting forth of any such amount or the inclusion of any such item in any way dispute or controversy between the scope of parties as to whether any obligation, item or matter not described herein or included in the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and or is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely not material for purposes of this Agreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no information contained Person shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or therein shall be deemed to be an admission by any Party to any third party included in the Disclosure Schedules is or is not in the ordinary course of any matter whatsoever, including any violation business for purposes of Law or breach of contractthis Agreement.

Disclosure Schedules. The Disclosure Schedules have been arranged arranged, for purposes of convenience in only, as separately numbered sections titled Disclosure Schedules corresponding to the sections Sections of Article II. Any information set forth in any Disclosure Schedule or incorporated in any Section of this Agreement. Any item or matter disclosed Agreement shall be considered to have been set forth in any section or subsection of the each other Disclosure Schedules Schedule and shall be deemed disclosed with respect to any other section or subsection of modify the Disclosure Schedules representations and warranties in Article II to the extent that the relevance of such item or matter to such other section or subsection it is reasonably apparent on the face of such disclosurethe disclosure that the disclosure in one Section is applicable to other Sections. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, Agreement or the inclusion of any specific item in the Disclosure Schedules or the attached exhibits is not intended to imply that the such amounts, or higher or lower amounts, or the items so included, included or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course ordinary course of Businessbusiness, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of establish any item in this Agreementmateriality standard, the Disclosure Schedules admit any liability or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden expand in any way the scope or effect of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified warranties contained in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investorthis Agreement. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for the purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party party hereto to any third party of any matter whatsoever, including of any violation of Law or breach of contractany agreement. Where the terms of a contract or other disclosure item have been summarized or described in a schedule, such summary or description, while accurate, does not purport to be a complete statement of the material terms of such contract or other item to the extent such agreement or other item has been provided to the Buyer prior to the date hereof. References to any document to not purport to be complete and are qualified in their entirety by the contents of such document itself. The contents of any document referred to in the Disclosure Schedules are incorporated by reference into the Disclosure Schedules as though fully set forth herein. The information contained in the Disclosure Schedules is intended to qualify the representations and warranties in Article II but is not intended to constitute a representation or warranty itself for purposes of this Agreement.

Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience Each disclosure schedule delivered pursuant to this Agreement (each a “Schedule”, and collectively, the “Schedules”) shall be in separately numbered sections corresponding to the sections of writing and shall qualify this Agreement. Any item The Schedules are not intended to constitute, and shall not be construed as constituting, representations or matter disclosed in any section or subsection warranties of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules Sellers except to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained expressly provided in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No Certain information set forth in the Disclosure Schedules is included solely for information purposes and may not be required to be disclosed pursuant to this Agreement. The inclusion of an item in a Schedule as an exception to a representation or warranty shall not be deemed to broaden constitute an acknowledgment that such information is required to be disclosed in connection with the representations or warranties of the Sellers nor shall such information constitute an admission by any party hereto, as applicable, that such item constitutes an item, event, circumstance or occurrence that is material. Any fact or item that is disclosed in any Schedule in a way the scope of the Parties’ representations and warranties. Any description of as to make its relevance or applicability to information called for by any agreement, document, instrument, plan, arrangement or other item set forth Schedule reasonably apparent on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein face shall be deemed to be disclosed in such other Schedule, notwithstanding the omission of a reference or cross-reference thereto. Disclosure of any allegations with respect to any alleged breach, violation or default under any contractual or other obligation, or any law, is not an admission that such breach, violation or default has occurred. Headings and subheadings have been inserted on certain Schedules for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of such Schedules. Where the terms of a contract or other item have been summarized or described in the Schedules, such summary or description does not purport to be a complete statement of the material terms of such contract or other item. The information provided in the Schedules is being provided solely for the purpose of making disclosures to Purchaser under this Agreement. In disclosing this information, the Sellers do not waive, and expressly reserve any rights under, any attorney-client privilege associated with such information or any protection afforded by any Party the work-product doctrine with respect to any third party of any matter whatsoever, including any violation of Law the matters disclosed or breach of contractdiscussed therein.

Disclosure Schedules. The Any disclosure made by the Company in this Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding Schedule shall constitute an exception or responsive information, as the context requires, to the sections representation and warranties, covenants or agreements of this the Company contained in the Agreement. Any item or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion Inclusion of any item in this Disclosure Schedule shall not constitute an admission that a violation, right of termination, default, liability, or other obligation of any kind exists with respect to such item, but rather is intended only to qualify the representations and warranties warranties, covenants or agreements of the Company contained in this the Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the . The inclusion of any item in this AgreementDisclosure Schedule shall not be deemed an admission that such item is a material fact, event, or circumstance or that such item has had or would be reasonably likely to have a material adverse effect on the Disclosure Schedules Company. Any matter disclosed in one schedule shall also be deemed to constitute an exception to all other representations and warranties, covenants or agreements of the Company in the Agreement to which such disclosure reasonably relates. Any appendices or exhibits in any dispute attached to this Disclosure Schedule form an integral part of the sections or controversy between the Parties subsections of this Disclosure Schedule into which they are incorporated by reference for all purposes as to whether any obligation, item or matter not if fully set forth or included in this AgreementDisclosure Schedule, including for purposes of cross-application to other sections or subsections of this Disclosure Schedule to the Disclosure Schedules extent that it is reasonably apparent such appendices or exhibits is apply to such other sections or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside subsections of the Ordinary Course of Businessthis Disclosure Schedule. In addition, matters reflected Matters set forth in the this Disclosure Schedules Schedule are not necessarily limited to matters required by this the Agreement to be reflected in the this Disclosure SchedulesSchedule. Such additional matters are set forth for informational purposes only purposes, and do this Disclosure Schedule does not necessarily include other matters of a similar nature. No information set forth In no event shall the listing of such matters in the this Disclosure Schedules shall Schedule be deemed or interpreted to broaden in any way or otherwise amplify the scope of the Parties’ Company representations and warranties. Any description , covenants or agreements contained in the Agreement, and nothing in this Disclosure Schedule shall influence the construction or interpretation of any agreementof the representations and warranties, document, instrument, plan, arrangement covenants or other item set forth on any Disclosure Schedule is a summary only and is qualified agreements contained in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to InvestorAgreement. The information captions contained in this Agreement, in the Disclosure Schedules Schedule are for reference purposes only and exhibits hereto is disclosed solely for purposes do not form a part of this AgreementDisclosure Schedule. Schedule 3.1(g) As of December 31, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party 2019, the Company’s capitalization includes 158,216,262 shares of any matter whatsoevercommon stock, including any violation on a fully diluted basis, which is comprised of Law or breach of contract.the following: