Common use of Disclosure Schedules Clause in Contracts

Disclosure Schedules. The Disclosure Schedules are a material part of this Agreement as if fully set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (v) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselves.

Disclosure Schedules. The All schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules Schedules”) are incorporated herein and expressly made a material part of this Agreement as if fully though completely set forth herein. All references to this Agreement herein or in any of the Schedules will be deemed to refer to this entire Agreement, including all Schedules. The Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Schedule referenced by a particular section or subsection in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand have been disclosed with respect to every other part, subpart, section and subsection in any way another Schedule if the scope or effect of any relevance of such representationsdisclosure to such other part, warranties subpart, section or covenantssubsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose Any item of any Schedule of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules will not (a) be used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) be deemed made for or interpreted to expand the purpose scope of all Schedules so long as cross-references are made the Buyer’s or the applicability to the other section(sSeller Group Members’ respective representations and warranties, obligations, covenants, conditions or agreements contained herein or (c) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not constitute, or be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as constitute, an admission or indication that to any third Person concerning such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no matter. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall Law will be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselves.this Agreement. * * * * *

Disclosure Schedules. The All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a material part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Disclosure Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in this Agreement shall be deemed to have been disclosed with respect to every other section and subsection in this Agreement if fully the relevance of such disclosure to such other section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the ordinary course of business, (c) be deemed or interpreted to expand the scope of the Company’s, the Parent’s or the Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by the Company, the Parent or the Merger Sub that such item meets any or all of the criteria set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained for inclusion in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings Schedules. No reference in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will Contract shall be construed as an admission or indication that such item Contract is enforceable or other matter is material or outside of the ordinary course of business currently in effect or that such item or other matter is required there are any obligations remaining to be referred to performed or disclosed in the Disclosure Schedule or otherwise imply any rights that any may be exercised under such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Contract. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules Schedules”) are incorporated herein and expressly made a material part of this Agreement as if fully though completely set forth herein. All references to this Agreement herein or in any of the Schedules will be deemed to refer to this entire Agreement, including all Schedules. The Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Schedule referenced by a particular section or subsection in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand have been disclosed with respect to every other part, subpart, section and subsection in any way another Schedule if the scope or effect of any relevance of such representationsdisclosure to such other part, warranties subpart, section or covenantssubsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose Any item of any Schedule of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules will not (a) be used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) be deemed made for or interpreted to expand the purpose scope of all Schedules so long as cross-references are made the Member’s, Parent’s, Holdco’s or the applicability to the other section(sMerger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein or (c) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not constitute, or be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as constitute, an admission or indication that to any third Person concerning such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no matter. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement Contract or Legal Requirements shall Law will be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules Schedules”) are incorporated herein and expressly made a material part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Schedules will be deemed to refer to this entire Agreement, including all Schedules. The Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Schedule referenced by a particular section or subsection in this Agreement will be deemed to have been disclosed with respect to every other part, subpart, section and subsection in another Schedule if fully the relevance of such disclosure to such other part, subpart, section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. In each case, subject to the language of the applicable representations and warranties, obligations, covenants, conditions or agreements contained herein, any item of information, matter or document disclosed or referenced in, or attached to, the Schedules will not (a) be used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of the Company’s, Parent’s or the Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter, or (g) constitute, or be deemed to constitute, an admission or indication by the Company, Parent or the Merger Sub that such item meets any or all of the criteria set forth in this Agreement and are intended only for inclusion in the Disclosure Schedules. In each case, subject to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule language of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made applicable representations and warranties, obligations, covenants, conditions or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings agreements contained herein, no reference in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules Contract will be construed as an admission or indication that such item Contract is enforceable or other matter is material or outside in effect as of the ordinary course of business date hereof or that such item or other matter is required there are any obligations remaining to be referred to performed or disclosed in the Disclosure Schedule or otherwise imply any rights that any may be exercised under such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Contract. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall Law will be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The Notwithstanding anything to the contrary contained in the Seller Disclosure Schedules are a material part Schedule or in this Agreement, (i) the information and disclosures contained in any Section of this Agreement the Seller Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Seller Disclosure Schedule as if though fully set forth in this Agreement and are intended only such other Section to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way extent the scope or effect of any relevance of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability information to the such other section(s) Section is reasonably apparent on the face of the Seller Disclosure Schedule that such disclosure; disclosure is applicable notwithstanding the omission of a reference or a cross-reference with respect thereto and notwithstanding any reference to a Section of the Seller Disclosure Schedule in this Agreement, (ii) headings certain items and matters are listed in the Seller Disclosure Schedules have been inserted Schedule for reference informational purposes only and will may not be deemed required to modify or influence be listed therein by the interpretation terms of the information contained in the Disclosure Schedules or this Agreement; , (iii) in no event shall the listing of items or matters in the Seller Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants and agreements contained in this Agreement, (iv) no reference to to, or disclosure of of, any item or other matter in any Section of this Agreement or any Section of the Seller Disclosure Schedules will Schedule shall be construed as an admission admission, evidence or indication that such item or other matter is material or outside (nor shall it establish a standard of the ordinary course of business materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in this Agreement or in the Seller Disclosure Schedule and (v) without limiting the foregoing, no reference to, or otherwise imply that any such item or matter creates disclosure of, a measure for materiality for the purposes of this Agreement; (iv) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement Contract, Law or Legal Requirements Order shall be construed as an admission admission, evidence or indication that any such a breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselves.

Disclosure Schedules. These disclosure schedules including the Annexes hereto (these “Schedules”) are being furnished pursuant to the Securities Purchase Agreement dated as of October [___], 2022 (the “Agreement”) by and among Cosmos Holdings Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages of the Agreement (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Capitalized terms used in. these Schedules and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The Disclosure Schedules are a material part representations, warranties, covenants and agreements of this Agreement as if fully the Seller set forth in this the Agreement are made and given subject to, and are intended only qualified by, these Schedules. Any fact or item that is disclosed in any Schedule in a way as to qualify make its relevance or applicability to information called for by any other Schedule reasonably apparent shall be deemed to be disclosed in such other Schedule, notwithstanding the omission of a reference or cross-reference thereto. These Schedules include brief descriptions or summaries of certain agreements and limit instruments. The descriptions or summaries do not purport to be comprehensive and are qualified in their entirety by reference to the representations, warranties and covenants contained text of the documents described. The inclusion of an item in this Agreement, and will a Schedule as an exception to a representation or warranty shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as an admission or indication by any party, as applicable, that such item represents an exception or other matter is material fact, event or outside of the ordinary course of business circumstance or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates constitutes a measure for materiality for the purposes of this Agreement; (iv) no material adverse change. No disclosure in the Disclosure these Schedules relating to any possible breach breach, violation or violation conflict of any agreement contract or Legal Requirements any legal requirement shall be construed as an admission or indication that any such breach breach, violation or violations conflict exists or has actually occurred; (v) . In no event shall the inclusion of any matter, information or item in these Schedules imply any representation, warranty or covenant not expressly given in the Disclosure Agreement or be deemed or interpreted to amplify the representations, warranties or covenants contained in the Agreement. The information disclosed herein is to be kept confidential and should not be used for any purposes other than those contemplated by the Agreement. Matters reflected in these Schedules will are not necessarily limited to matters required by the Agreement to be reflected in these Schedules. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. The headings in these Schedules are for convenience of reference only and shall not be deemed to constitute an admission alter or affect in any way the express description of any liability to any third party; the representations and (vi) summaries of or references to any written document warranties as set forth in the Disclosure Schedules do not purport to be complete Agreement. Schedule 3.1(d) No Conflicts No exceptions noted. Schedule 3.1(g) Capitalization Common shares 26,365,418 Warrants 10,862,527 Preferred stock 2,413,438 Total O/S 39,641,383 Schedule 3.1(i) Material Changes; Undisclosed Events, Liabilities or Developments No exceptions noted Schedule 3.1(j) Litigation No exceptions noted. Schedule 3.1(q) Transactions with Affiliates and are qualified in their entirety by the written documents themselves.Employees No exceptions noted. Schedule 3.1(r) Internal Accounting Controls No exceptions noted. Schedule 3.1(u) Registration Rights No exceptions noted. Schedule 3.1(z)

Disclosure Schedules. The Disclosure Schedules are a material part of Each disclosure schedule delivered pursuant to this Agreement as if fully (each a “Schedule” and collectively, the “Schedules”) shall be in writing and shall qualify this Agreement to the extent provided herein. Certain information set forth in this Agreement the Schedules is included solely for information purposes and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will may not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred disclosed pursuant to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no disclosure . The inclusion of an item in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall be construed a Schedule as an admission exception to a representation or indication that any such breach or violations exists or has actually occurred; (v) the inclusion of any matter, information or item in the Disclosure Schedules will warranty shall not be deemed to constitute an acknowledgment that such information is required to be disclosed against such representation or warranty 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 any of the Sellers or constitutes a Material Adverse Effect. Any fact or item that is disclosed in any Schedule in a way as to make its relevance or applicability to information called for by any other Schedule reasonably apparent on its face without the need for a reference or cross-reference thereto shall be deemed to be disclosed in such other Schedule, notwithstanding the omission of a reference or cross-reference thereto; provided, in no event shall the listing of items or matters in the Schedules be deemed to be a disclosure with respect to the following Sections unless such disclosure is expressly listed on the Schedule corresponding to the number of such Section: Section‎ 3.1, Section‎ 3.2, Section‎ 3.3, Section‎ 3.4, Section‎ 3.5(a), Section‎ 3.5(c), Section‎ 4.1, Section‎ 4.2 and Section‎ 4.3. Disclosure of any liability allegations with respect to any third party; 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 (vi) summaries subheadings have been inserted on certain Schedules for convenience of reference only and shall not be considered a part of or references to any written document affect the construction or interpretation of such Schedules. Where the terms of a contract or other item have been summarized or described in the Disclosure Schedules do 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 written documents themselvescontract or item being summarized or described. The information provided in the Schedules is being provided solely for the purpose of making disclosures to the Purchaser under this Agreement. In disclosing this information, the Company and the Sellers do not waive, and expressly reserve any rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein.

Disclosure Schedules. The Disclosure Schedules are a material part of this Agreement as if fully set forth in this Agreement and are intended only Notwithstanding anything to qualify and limit the representations, warranties and covenants contrary contained in this Agreement, (a) the information and will not disclosures contained in any Section of the Parent Disclosure Schedule shall be deemed to expand be disclosed and incorporated by reference in any way each other Section of the scope or effect of any Parent Disclosure Schedule as though fully set forth in such other Section to the extent the applicability and relevance of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability information to the such other section(s) Section is reasonably apparent on the face of such disclosure; information and (iib) headings the information and disclosures contained in any Section of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Company Disclosure Schedule as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such information. Certain items and matters are listed in the Disclosure Schedules have been inserted for reference informational purposes only and will may not be deemed required to modify or influence be listed therein by the interpretation terms of the information contained in the Disclosure Schedules or this Agreement; (iii) . In no event shall the listing of items or matters in a Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or the covenants or agreements set forth in this Agreement. No reference to to, or disclosure of of, any item or other matter in the any Section of this Agreement or any Section of a Disclosure Schedules will Schedule shall be construed as an admission or indication that such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred disclosed by this Agreement. Without limiting the foregoing, no disclosure of any item in a Disclosure Schedule, including any reference to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates disclosure of a measure for materiality for the purposes of this Agreement; (iv) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement contract, Law or Legal Requirements Order, shall be construed as an admission admission, indication or indication acknowledgement of any liability or obligation with respect to any third party or that any such a breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselves.

Disclosure Schedules. The All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a material part of this Agreement as if fully though completely set forth in herein. All references to this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand herein or in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of to refer to this entire Agreement, including all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules. The Disclosure Schedules have been inserted arranged for reference only and will not be deemed purposes of convenience in separately numbered sections corresponding to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes sections of this Agreement; (iv) no disclosure provided, however, that any item disclosed in any part, subpart, section or subsection of the Disclosure Schedules relating Schedule referenced by a particular section or subsection in this Agreement will be deemed to any possible breach have been disclosed with respect to every other section and subsection in this Agreement if the relevance of such disclosure to such other section or violation subsection is reasonably apparent, notwithstanding the omission of any agreement an appropriate cross-reference. Any item of information, matter or Legal Requirements shall be construed as an admission document disclosed or indication that any such breach referenced in, or violations exists or has actually occurred; (v) the inclusion of any matterattached to, information or item in the Disclosure Schedules will not (a) be used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of Seller’s representations and warranties, obligations, covenants or agreements contained herein, (d) constitute, or be deemed to constitute constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the Transaction requires the consent of any liability third party or (f) constitute, or be deemed to constitute, an admission to any third party; and (vi) summaries of party concerning such item or references to any written document matter. Capitalized terms used in the Disclosure Schedules do and not purport otherwise defined therein have the meanings given to be complete and are qualified them in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The Company Disclosure Schedules are a material part of to this Agreement as if fully set forth in this Agreement and are intended only to qualify and limit the representations, representations and warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties representations or covenantswarranties. Each party hereby acknowledges and agrees that: (i) certain agreements and other matters may be listed in the Company Disclosure Schedules for informational purposes only, as they do not rise above applicable materiality thresholds, they are not outside of the ordinary course of business or their disclosure is not otherwise required under the terms of this Agreement (items that are not required to be disclosed but are disclosed, the “Informational Disclosures”); (ii) in no event will the Informational Disclosures be deemed or interpreted to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties; (iii) disclosures made for the purpose of any Schedule section or sections of the Company Disclosure Schedules will be deemed made for the purpose of all Schedules sections so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (iiiv) headings in the Company Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Company Disclosure Schedules or this Agreement; (iiiv) no reference to or disclosure of any item or other matter in the Company Disclosure Schedules will be construed as an admission or indication that such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule Schedules or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (ivvi) no disclosure in the Company Disclosure Schedules relating to any possible breach or violation of any agreement agreement, law or Legal Requirements regulation shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (vvii) the inclusion of any matter, information or item in the Company Disclosure Schedules will not be deemed to constitute an admission of any liability to any third party; and (vivii) summaries of or references to any written document in the Company Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselves.

Disclosure Schedules. The Disclosure Schedules All schedules attached hereto are incorporated herein and expressly made a material part of this Agreement as if fully though completely set forth in herein and all references to this Agreement and are intended only to qualify and limit herein or in any of the representations, warranties and covenants contained in this Agreement, and will not schedules shall be deemed to expand refer to this entire Agreement, including all schedules. The schedules have been arranged for purposes of convenience in separately titled sections corresponding to sections of this Agreement; however, each section of the schedules shall be deemed to incorporate by reference all information disclosed in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule other section of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) schedules if it is reasonably apparent on its face that such disclosure may be applicable to such other section of the face schedules, notwithstanding the fact that a particular section of such disclosure; (ii) headings the Agreement may or may not make reference to a specific section of the schedules. Capitalized terms used in the Disclosure Schedules schedules and not otherwise defined therein have been inserted for reference only and will not be deemed the meanings given to modify or influence the interpretation them in this Agreement. The inclusion of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will schedules shall not be construed as or constitute an admission or indication agreement that a violation, right of termination, default, liability or other obligation of any kind exists with respect to any item (including any violation of Law or breach of contract), nor shall it be construed as or constitute an admission or agreement that such information is material to the Company. In addition, matters reflected in the schedules are not necessarily limited to matters required by this Agreement to be reflected in the schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. 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 schedules is intended to imply that such amount, or higher or lower amounts, or the item so included or other matter is material items, are or are not material, are or are not required to be disclosed, or are within or outside of the ordinary course of business (including whether such amounts or that such item or other matter is items are required to be referred to disclosed as threatened), and no Person shall use the fact of the setting forth of any such amount or disclosed in the Disclosure Schedule or otherwise imply that inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter creates a measure not described herein or included in the schedules is or is not material or within or outside the ordinary course of business for materiality for the purposes of this Agreement; (iv) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (v) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselves.

Disclosure Schedules. The Disclosure Sellers, the Company and the SPAC have set forth information on Schedules are in a material part section thereof that corresponds to the section of this Agreement as if fully to which it relates. A matter set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will one section of a Schedule need not be deemed to expand set forth in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules other section so long as cross-references are made its relevance to such other section of the Schedule or the applicability to the other section(s) section of this Agreement is reasonably apparent on the face of the information disclosed therein to the Person to which such disclosuredisclosure is being made. The Parties acknowledge and agree that (a) the Schedules to this Agreement may include certain items and information not required to be set forth therein, provided solely for informational purposes for the convenience of the Company, the Sellers and the SPAC, as applicable; (iib) headings the disclosure by the Sellers, the Company or the SPAC of any matter in the Disclosure Schedules have been inserted for reference only and will shall not be deemed to modify constitute an acknowledgment by the Sellers, the Company or influence the interpretation of SPAC, as applicable, that the information contained in the Disclosure Schedules or this Agreement; (iii) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in by the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes terms of this AgreementAgreement or that the matter is material; and (ivc) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement agreement, law or Legal Requirements regulation shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item and no disclosure in the Disclosure Schedules will not shall be deemed to constitute construed as an admission of against interest by the Company, any liability Seller or the SPAC, as applicable, to any third party; and (vi) summaries of party regarding any matter whatsoever, including that any agreement or references to document is enforceable or currently in effect or that there are any written document in the Disclosure Schedules do not purport obligations remaining to be complete and are qualified in their entirety by the written documents themselvesperformed or any rights that may be exercised under such agreement or document.

Disclosure Schedules. The All references to this Agreement herein or in any of the Disclosure Schedules are attached hereto (each, a material part "Schedule" and, collectively, the "Disclosure Schedules") shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as a basis for interpreting the terms "material," "Material Adverse Effect" or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did or did not arise in the ordinary course of business, (c) except as if fully expressly set forth in this Agreement, be deemed or interpreted to expand the scope of the Company's, Parent's or Merger Sub's respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by the Company, Parent or Merger Sub that such item meets any or all of the criteria set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained for inclusion in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings Schedules. No reference in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will Contract shall be construed as an admission or indication that such item Contract is enforceable or other matter is material or outside of the ordinary course of business currently in effect or that such item or other matter is required there are any obligations remaining to be referred to performed or disclosed in the Disclosure Schedule or otherwise imply any rights that any may be exercised under such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Contract. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a material part of this Agreement as if fully though completely set forth herein. All references to this Agreement herein or in any of the Disclosure Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, except with respect to Tax matters, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in this Agreement shall be deemed to have been disclosed with respect to every other section and subsection in this Agreement to the extent the relevance of such disclosure to such other section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material”, “Company Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the ordinary course of business, (c) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (d) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (e) constitute, or be deemed to constitute, an admission or indication by the Company that such item meets any or all of the criteria set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings inclusion in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no disclosure Schedules. No disclos94ure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules Schedules”) are incorporated herein and expressly made a material part of this Agreement as if fully though completely set forth herein. All references to this Agreement herein or in any of the Schedules will be deemed to refer to this entire Agreement, including all Schedules. The Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Schedule referenced by a particular section or subsection in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand have been disclosed with respect to every other part, subpart, section and subsection in any way another Schedule if the scope or effect of any relevance of such representationsdisclosure to such other part, warranties subpart, section or covenantssubsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose Any item of any Schedule of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules will not (a) be used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) be deemed made for or interpreted to expand the purpose scope of all Schedules so long as cross-references are made the Buyer’s or the applicability to the other section(sSellers’ respective representations and warranties, obligations, covenants, conditions or agreements contained herein or (c) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not constitute, or be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as constitute, an admission or indication that to any third Person concerning such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no matter. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall Law will be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The Disclosure Schedules are a material part of All references to this Agreement as if fully set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand herein or in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) shall be deemed made to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for the purpose purposes of all Schedules so long as cross-references are made or the applicability convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in this Agreement shall be deemed to have been disclosed with respect to every other section(s) section and subsection in this Agreement only if the relevance of such disclosure to such other section or subsection is reasonably apparent on its face, notwithstanding the face omission of such disclosure; (ii) headings in an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules have been inserted shall not (a) be used as a basis for reference only and will not be deemed to modify or influence interpreting the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item terms “material,” “Material Adverse Effect” or other matter similar terms in the Disclosure Schedules will be construed as an admission this Agreement or indication to establish a standard of materiality, (b) represent a determination that such item or other matter is material did not arise in the Ordinary Course of Business, (c) be deemed or outside interpreted to expand the scope of the ordinary course Company’s, the Parent’s or the Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of business liability or that obligation regarding such matter or (e) constitute, or be deemed to constitute, an admission to any third party concerning such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no matter. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The disclosure of any matter in any section or subsection of the Seller Disclosure Schedules are Schedule or the Buyer Disclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, shall be deemed to be a material part disclosure for all purposes of this Agreement as if fully set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not which such matter could reasonably be deemed expected to expand be pertinent. The mere inclusion of any item in any way the scope section or effect subsection of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed Schedules, as an admission or indication that such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no disclosure in the Disclosure Schedules relating exception to any possible breach representation or violation of any agreement warranty or Legal Requirements otherwise, shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (v) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission by either of Seller or Buyer, as applicable, or to otherwise imply, that any such item has had or is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect or Buyer Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other materiality threshold specified for disclosure in this Agreement or that such item establishes a standard of materiality or represents a determination that the Transactions require the consent of any liability Third Party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and lettered sections and subsections of this Agreement. Matters disclosed in any third party; and (vi) summaries section or subsection of or references to any written document in of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not purport necessarily include other matters of a similar nature or impose any duty or obligation to be complete disclose any information beyond what is required by this Agreement, and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedules, such cross-references are intended solely for convenience and are qualified by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to, and summaries or descriptions herein of, any Contract or other documents or materials in their entirety any section or subsection of any of the Disclosure Schedules shall be deemed to incorporate by reference, for all purposes set forth in this Section 9.11 and the written documents themselvesremainder of this Agreement, all terms and conditions of, and amendments, supplements, schedules, exhibits, addendums, attachments and annexes to, such Contract or other document or materials that have been made available to Buyer and its Representatives or Seller and its respective Representatives, as applicable, prior to the date of this Agreement. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement.

Disclosure Schedules. The All Schedules included in the Company Disclosure Schedules Letter and the Parent Disclosure Letter (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a material part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Schedules will be deemed to refer to this entire Agreement, including all Schedules. The Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Schedule referenced by a particular section or subsection in this Agreement will be deemed to have been disclosed with respect to every other part, subpart, section and subsection in another Schedule if fully the relevance of such disclosure to such other part, subpart, section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. In each case, subject to the language of the applicable representations and warranties, obligations, covenants, conditions or agreements contained herein, any item of information, matter or document disclosed or referenced in, or attached to, the Schedules will not (a) be used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of the Company’s, Parent’s or Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter, or (g) constitute, or be deemed to constitute, an admission or indication by the Company, Parent or Merger Sub that such item meets any or all of the criteria set forth in this Agreement and are intended only for inclusion in the Disclosure Schedules. In each case, subject to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule language of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made applicable representations and warranties, obligations, covenants, conditions or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings agreements contained herein, no reference in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules contract will be construed as an admission or indication that such item contract is enforceable or other matter is material or outside in effect as of the ordinary course of business date hereof or that such item or other matter is required there are any obligations remaining to be referred to performed or disclosed in the Disclosure Schedule or otherwise imply any rights that any may be exercised under such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no contract. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall Law will be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. (a) The Disclosure Schedules have been arranged for purposes of convenience in separately titled sections corresponding to the sections of Article 3. The parties acknowledge and agree that (i) matters reflected in the Disclosure Schedules are a material part not necessarily limited to matters required to be reflected therein, (ii) the disclosure by the Sellers of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by the Sellers that the matter is required to be disclosed by the terms of this Agreement or that the matter is material, (iii) if any section of the Disclosure Schedules lists an item or information in such a way as if fully set forth to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other Section, notwithstanding the omission of an appropriate cross-reference to such other Section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedule, (iv) except as provided in clause (iii) above, to the extent that headings have been inserted in the Disclosure Schedules, such headings have been inserted for convenience of reference only, (v) the Disclosure Schedules are intended only qualified in its entirety by reference to qualify and limit the representations, warranties and covenants contained in specific provisions of this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (ivi) disclosures made for the purpose of any Schedule of the Disclosure Schedules will and the information and statements contained therein are not intended to constitute, and shall not be deemed made for construed as constituting, representations or warranties of the purpose of all Schedules so long Sellers except as cross-references are made or the applicability and to the other section(s) is reasonably apparent on extent provided in this Agreement. Without limiting the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation generality of the information contained in the Disclosure Schedules or this Agreement; (iii) foregoing, no such 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no disclosure in the Disclosure Schedules relating to any possible breach or violation of of, or default under, any agreement contract, arrangement or Legal Requirements understanding, Applicable Law or order shall be construed as an admission or indication that any such breach breach, violation or violations default exists or has actually occurred; (v) . All references to this Agreement herein or in any of the inclusion of any matterDisclosure Schedules shall be deemed to refer to this entire Agreement, information or item including all Disclosure Schedules. Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a material part of this Agreement as if fully though completely set forth herein. All references to this Agreement herein or in any of the Disclosure Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in this Agreement shall be deemed to have been disclosed with respect to every other section and subsection in this Agreement with respect to which the relevance of such disclosure to such other section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand or narrow the scope of the Company’s, the Parent’s or the Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter relative to a third party, (e) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (f) constitute, or be deemed to constitute, an admission or indication by the Company, the Parent or the Merger Sub that such item meets any or all of the criteria set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings inclusion in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication to any third party that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. These disclosure schedules including the Annexes hereto (these “Schedules”) are being furnished pursuant to the Securities Purchase Agreement dated as of December __, 2022 (the “Agreement”) by and among Cosmos Holdings Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages of the Agreement (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Capitalized terms used in. these Schedules and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The Disclosure Schedules are a material part representations, warranties, covenants and agreements of this Agreement as if fully the Seller set forth in this the Agreement are made and given subject to, and are intended only qualified by, these Schedules. Any fact or item that is disclosed in any Schedule in a way as to qualify make its relevance or applicability to information called for by any other Schedule reasonably apparent shall be deemed to be disclosed in such other Schedule, notwithstanding the omission of a reference or cross-reference thereto. These Schedules include brief descriptions or summaries of certain agreements and limit instruments. The descriptions or summaries do not purport to be comprehensive and are qualified in their entirety by reference to the representations, warranties and covenants contained text of the documents described. The inclusion of an item in this Agreement, and will a Schedule as an exception to a representation or warranty shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as an admission or indication by any party, as applicable, that such item represents an exception or other matter is material fact, event or outside of the ordinary course of business circumstance or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates constitutes a measure for materiality for the purposes of this Agreement; (iv) no material adverse change. No disclosure in the Disclosure these Schedules relating to any possible breach breach, violation or violation conflict of any agreement contract or Legal Requirements any legal requirement shall be construed as an admission or indication that any such breach breach, violation or violations conflict exists or has actually occurred; (v) . In no event shall the inclusion of any matter, information or item in these Schedules imply any representation, warranty or covenant not expressly given in the Disclosure Agreement or be deemed or interpreted to amplify the representations, warranties or covenants contained in the Agreement. The information disclosed herein is to be kept confidential and should not be used for any purposes other than those contemplated by the Agreement. Matters reflected in these Schedules will are not necessarily limited to matters required by the Agreement to be reflected in these Schedules. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. The headings in these Schedules are for convenience of reference only and shall not be deemed to constitute an admission alter or affect in any way the express description of any liability to any third party; the representations and (vi) summaries of or references to any written document warranties as set forth in the Disclosure Schedules do not purport to be complete Agreement. Schedule 3.1(d) No Conflicts No exceptions noted. Schedule 3.1(g) Capitalization Common shares 7,761,208 Warrants 1,626,785 Preferred stock 0 Total O/S 9,387,993 Schedule 3.1(i) Material Changes; Undisclosed Events, Liabilities or Developments No exceptions noted Schedule 3.1(j) Litigation No exceptions noted. Schedule 3.1(r) Transactions with Affiliates and are qualified in their entirety by Employees No exceptions noted. Schedule 3.1(s) Internal Accounting Controls No exceptions noted. Schedule 3.1(v) Registration Rights No exceptions noted. Schedule 3.1(aa) Outstanding Indebtedness A summary of the written documents themselvesCompany’s third-party debt as of December 17, 2022 is presented below: December 17, 2022 Promissory Notes $ 5,000,000 Convertible debt 100,000 Trade Facility 5,835,760 COVID Loans 206,612 Third Party Notes 1,486,168 Total O/S debt as of December 17, 2022: $ 12,628,540 Schedule 3.1(bb) Tax Compliance No exceptions noted.

Disclosure Schedules. The All Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules Schedules”) are incorporated herein and expressly made a material part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Schedules will be deemed to refer to this entire Agreement, including all Schedules. The Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Schedule referenced by a particular section or subsection in this Agreement will be deemed to have been disclosed with respect to every other part, subpart, section and subsection in another Schedule if fully the relevance of such disclosure to such other part, subpart, section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Schedules will not (a) be used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of the Company’s, Parent’s or the Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by the Company, Parent or the Merger Sub that such item meets any or all of the criteria set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained for inclusion in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings Schedules. No reference in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules Contract will be construed as an admission or indication that such item Contract is enforceable or other matter is material or outside in effect as of the ordinary course of business date hereof or that such item or other matter is required there are any obligations remaining to be referred to performed or disclosed in the Disclosure Schedule or otherwise imply any rights that any may be exercised under such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Contract. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall Law will be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The Seller Disclosure Schedules are a material part of this Agreement as if fully set forth Schedule is arranged in this Agreement sections and are intended only subsections corresponding to qualify the sections and limit the representations, warranties and covenants subsections contained in this Agreement, ARTICLE II and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only relevant sections and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes subsections of this Agreement; (iv) no . Any such disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (v) the inclusion of any matter, information or item in the Disclosure Schedules will expressly not be deemed to constitute an admission by Seller or to otherwise imply that any such matter is material for the purposes of this Agreement. The subsections and subheadings used in any liability section of the Seller Disclosure Schedule are for reference purposes only and shall not in any manner limit the construction of the Seller Disclosure Schedule, and any disclosure made in any subsection or subheading shall be deemed made for all provisions of the corresponding section of this Agreement to the extent it is reasonably apparent from the face of such disclosure that such disclosure qualifies such section. Any information provided in the Seller Disclosure Schedule is solely for information purposes, and the inclusion of such information shall not be deemed to enlarge or enhance in any way any of the covenants, agreements, representations or warranties under this Agreement or otherwise alter in any way the terms of this Agreement. References to any third party; and (vi) summaries of or references to any written document contained in the Seller Disclosure Schedules Schedule do not purport to be complete and are qualified in their entirety by the written documents themselvesdocument itself and include all amendments, supplements or modifications thereto whether referenced or not in such disclosure. No disclosure in the Seller Disclosure Schedule relating to any possible breach or violation of any Contract or Law shall be construed as an admission that any such breach or violation exists or has already occurred. All references in the Seller 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 among the Parties to this Agreement and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any party to the Agreement by any Person who is not a party to the Agreement, or give rise to any claim or benefit to any Person who is not a party to the Agreement. The parties hereto do not assume any responsibility to any Person that is not a party to this Agreement for the accuracy of any information set forth in the Seller Disclosure Schedule. The information set forth in the Seller Disclosure Schedule was not prepared or disclosed with a view to its potential disclosure to others not party to this Agreement. Subject to applicable Law, such information is disclosed in confidence for the purposes contemplated in this Agreement and is subject to the confidentiality provisions of any other agreements, including the Confidentiality Agreement, entered into by the Parties hereto or their Affiliates and Representatives. Moreover, in disclosing the information in the Seller Disclosure Schedule, Seller does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein. Any attachments to the Seller Disclosure Schedule form an integral part of the Seller Disclosure Schedule and are incorporated by reference for all purposes as if set forth in the Seller Disclosure Schedule.

Disclosure Schedules. The Disclosure Schedules to this Agreement are a material part of this Agreement as if fully set forth in this Agreement and are intended only to qualify and limit the certain representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby Pubco acknowledges and agrees that: (i) certain agreements and other matters listed in the Disclosure Schedules may not rise above thresholds of materiality or their disclosure may not otherwise be required under the terms of this Agreement (items that are not required to be disclosed but are disclosed, the “Informational Disclosures”), (ii) in no event will the Informational Disclosures be deemed or interpreted to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties, (iii) disclosures made for the purpose of any Schedule section or sections of the Disclosure Schedules will be deemed made for the purpose of all Schedules sections so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; , (iiiv) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; , (iiiv) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; Schedules, and (iv) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (vvi) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission of any liability by any party hereto to any third party; and (vi) summaries party or otherwise imply, that any such matter, information or item is material or creates a measure for materiality for the purposes of or references to any written document in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The Disclosure Schedules are a material part have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in this Agreement shall be deemed to have been disclosed with respect to every other section and subsection in this Agreement if the relevance of such disclosure to such other section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as if fully a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the ordinary course of business, (c) be deemed or interpreted to expand the scope of the representations and warranties contained in Article III, or the obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (f) constitute, or be deemed to constitute, an admission or indication by the a Seller Party that such item meets any or all of the criteria set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings inclusion in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All Disclosure Schedules attached hereto are incorporated herein and expressly made a material part of this Agreement as if fully though completely set forth in herein. All references to this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand herein or in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for the purpose purposes of all Schedules so long as cross-references are made or the applicability convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in this Agreement will be deemed to have been disclosed with respect to every other section(s) part, subpart, section and subsection in another Disclosure Schedule if the relevance of such disclosure to such other part, subpart, section or subsection is reasonably apparent on its face, notwithstanding the face omission of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify an appropriate cross-reference. Any item of information, matter or influence the interpretation of the information contained in the Disclosure Schedules document disclosed or this Agreement; (iii) no reference to referenced in, or disclosure of any item or other matter in attached to, the Disclosure Schedules will not (a) be construed used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) be deemed or interpreted to expand the scope of Seller’s, the Company’s or Buyer’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein or (c) constitute, or be deemed to constitute, an admission or indication that to any third party concerning such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no matter. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall Law will be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a material part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Disclosure Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in this Agreement shall be deemed to have been disclosed with respect to every other section and subsection in this Agreement if fully the relevance of such disclosure to such other section or subsection is reasonably apparent to the Purchaser on its face, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material,” “Material Adverse Effect,” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the ordinary course of business, (c) be deemed or interpreted to expand the scope of the Company’s or the Purchaser’s representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter, or (g) constitute, or be deemed to constitute, an admission or indication by the Company or the Purchaser that such item meets any or all of the criteria set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained for inclusion in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings Schedules. No reference in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will Contract shall be construed as an admission or indication that such item Contract is enforceable or other matter is material or outside of the ordinary course of business currently in effect or that such item or other matter is required there are any obligations remaining to be referred to performed or disclosed in the Disclosure Schedule or otherwise imply any rights that any may be exercised under such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Contract. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All Company Disclosure Schedules and Parent Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a material part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Disclosure Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in this Agreement shall be deemed to have been disclosed with respect to every other section and subsection in this Agreement if fully the relevance of such disclosure to such other section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material”, “Material Adverse Effect”, “Parent Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the ordinary course of business, (c) be deemed or interpreted to expand the scope of the Company’s, the Parent’s or the Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by the Company, the Parent or the Merger Sub that such item meets any or all of the criteria set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained for inclusion in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings Schedules. No reference in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will Contract shall be construed as an admission or indication that such item Contract is enforceable or other matter is material or outside of the ordinary course of business currently in effect or that such item or other matter is required there are any obligations remaining to be referred to performed or disclosed in the Disclosure Schedule or otherwise imply any rights that any may be exercised under such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Contract. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The Disclosure Schedules are a material part have been arranged, for purposes of convenience only, as separately titled Schedules corresponding to the Sections of this Agreement. Notwithstanding anything to the contrary contained in the Schedules or in this Agreement or the omission of any cross reference thereto, the information and disclosures contained in any Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule as if though fully set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any such Schedule for which applicability of such representations, warranties or covenants. Each party hereby acknowledges information and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) disclosure is reasonably apparent on the face its face. The fact that any item of such disclosure; information is disclosed in any Schedule: (iia) headings in the Disclosure Schedules have been inserted for reference only and will shall not be deemed construed to modify or influence the interpretation of the mean that such information contained in the Disclosure Schedules or is required to be disclosed by this Agreement; (iiib) no reference to or disclosure of any item or other matter in the Disclosure Schedules will shall not be construed as or constitute an admission admission, evidence or indication agreement that a violation, right of termination, default, non-compliance, liability or other obligation of any kind exists with respect to any item; (c) with respect to the enforceability of Contracts 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, is intended only to allocate rights and risks among the Parties and is not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any entity or person who is not a Party; and (d) does not waive any attorney-client privilege associated with such item or other matter is material information or outside any protection afforded by the work-product doctrine with respect to any of the ordinary course matters disclosed or discussed herein. Unless the context otherwise requires (for example, a Schedule corresponds to a representation and warranty that requires disclosure of business information that is “material” or that would reasonably be expected to constitute a “Material Adverse Effect”), such item 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 matter is required to be referred to similar terms in this Agreement. Neither the specifications of any dollar amount in any representation, warranty or disclosed covenant contained in this Agreement nor the inclusion of any specific item in the Seller Disclosure Schedule or otherwise Schedules and/or the Company 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 use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, item or matter creates a measure not described herein or included in the Seller Disclosure Schedules or the Company Disclosure Schedules is or is not material for materiality for the purposes of this Agreement; (iv) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (v) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselves.

Disclosure Schedules. The All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a material part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Disclosure Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in this Agreement shall be deemed to have been disclosed with respect to every other section and subsection in this Agreement if fully the relevance of such disclosure to such other section or subsection is reasonably apparent on its face, without independent knowledge on the part of the reader, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of the Company’s, the Parent’s or the Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by the Company, the Parent or the Merger Sub that such item meets any or all of the criteria set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings inclusion in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a material part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Disclosure Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in this Agreement shall be deemed to have been disclosed with respect to every other section and subsection in this Agreement if fully the relevance of such disclosure to such other section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the ordinary course of business, (c) be deemed or interpreted to expand the scope of the Company’s, the Parent’s or the Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by the Company, the Parent or the Merger Sub that such item meets any or all of the criteria set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings inclusion in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a material part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Disclosure Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in this Agreement shall be deemed to have been disclosed with respect to every other section and subsection in this Agreement if fully the relevance of such disclosure to such other section or subsection is reasonably apparent, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did or did not arise in the ordinary course of business, (c) be deemed or interpreted to expand the scope of the Company’s, the Parent’s, the Bank’s or the Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by the Company, the Parent, the Bank or the Merger Sub that such item meets any or all of the criteria set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained for inclusion in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings Schedules. No reference in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will Contract shall be construed as an admission or indication that such item Contract is enforceable or other matter is material or outside of the ordinary course of business currently in effect or that such item or other matter is required there are any obligations remaining to be referred to performed or disclosed in the Disclosure Schedule or otherwise imply any rights that any may be exercised under such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Contract. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All Schedules included in the Company Disclosure Schedules Letter and the Parent Disclosure Letter (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a material part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Schedules will be deemed to refer to this entire Agreement, including all Schedules. The Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Schedule referenced by a particular section or subsection in this Agreement will be deemed to have been disclosed with respect to every other part, subpart, section and subsection in another Schedule if fully the relevance of such disclosure to such other part, subpart, section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. In each case, subject to the language of the applicable representations and warranties, obligations, covenants, conditions or agreements contained herein, any item of information, matter or document disclosed or referenced in, or attached to, the Schedules will not (a) be used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of the Companies’, Parent’s or Merger Subs’ respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter, or (g) constitute, or be deemed to constitute, an admission or indication by the Companies, Parent or Merger Subs that such item meets any or all of the criteria set forth in this Agreement and are intended only for inclusion in the Disclosure Schedules. In each case, subject to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule language of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made applicable representations and warranties, obligations, covenants, conditions or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings agreements contained herein, no reference in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules contract will be construed as an admission or indication that such item contract is enforceable or other matter is material or outside in effect as of the ordinary course of business date hereof or that such item or other matter is required there are any obligations remaining to be referred to performed or disclosed in the Disclosure Schedule or otherwise imply any rights that any may be exercised under such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no contract. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall Law will be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The Disclosure Schedules are a material (and any update thereto delivered pursuant to ARTICLE III) shall be arranged in separate parts corresponding to the numbered and lettered sections contained herein, and the applicable matter, document, item or other information disclosed in any numbered or lettered part of this Agreement as if fully shall be deemed to relate to, qualify and constitute exceptions to the particular representation, warranty or covenant set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreementcorresponding numbered or lettered section herein, and will not shall be deemed to relate to, qualify, and constitute exceptions to, any other representation, warranty or covenant set forth herein to the extent such matter, document, item or information (a) is cross referenced in a Disclosure Schedule applicable to such other representation, warranty or schedule, or (b) it is reasonably apparent from the face of the disclosure that the disclosure contained in such parts contains information regarding the subject matter of such other representation, warranty or covenant contained herein. No matter, document, item or other information disclosed on any Disclosure Schedule shall be deemed to constitute any additional representation, warranty, covenant or agreement or to expand in any way the scope or effect of any of such representationsrepresentation, warranties warranty, covenant or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose agreement of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability party hereto, except to the extent expressly contemplated therein. Unless expressly called for by the applicable provision of this Agreement, mere inclusion of any matter, document, item or other section(s) is reasonably apparent on the face information in any part of such disclosure; (ii) headings in the any Disclosure Schedules have been inserted for reference only and will Schedule shall not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as an admission or indication by the applicable disclosing party that such item information (w) represents a material exception or other matter fact, event or circumstance, (x) constitutes, or is reasonably likely to result in, a Material Adverse Effect or is material to the applicable disclosing party, (y) constitutes or outside is an admission of the ordinary course of business Liability, or that such item or other matter (z) is required by this Agreement to be referred to referenced or disclosed disclosed. No disclosure in the any Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement Contract or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission of any liability . References to any third party; document contained in any Schedule are not intended to summarize or describe such document, but rather are for convenience only and (vi) summaries of or references reference is made to any written such document in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesfor a full explanation thereof.

Disclosure Schedules. In connection with the execution of this Agreement, the Company and the Sellers delivered to Buyer the Schedules 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 3 or ARTICLE 4. The Disclosure Schedules are a material constitute an integral part of this Agreement as if fully set forth and are hereby incorporated herein. There may be included in the Schedules and elsewhere in this Agreement items and information that are intended only to qualify not “material,” and limit the representations, warranties and covenants contained in this Agreement, and such inclusion will not be deemed to expand in be an acknowledgment or agreement that any way the scope such item or effect information (or any non-disclosed item or information of any of such representations, warranties comparable or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(sgreater significance) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only “material” and will not be deemed to modify used as a basis for interpreting the terms “material,” “materially,” “materiality” or influence the interpretation any word or phrase of the information contained similar import used herein. No disclosure in the Disclosure Schedules relating to a possible breach or this Agreement; (iii) no reference to or disclosure violation of any item Contract, Applicable Law or other matter in the Disclosure Schedules order of any Governmental Authority will be construed as an admission or indication that such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; . Any disclosures in the Schedules that refer to a document are qualified in their entirety by reference to the text of such document, including all listed amendments, exhibits, schedules and other attachments thereto (v) all of which have been provided to Buyer). Any capitalized term used in the inclusion Schedules and not otherwise defined therein has the meaning given to such term in this Agreement. Any headings set forth in the Schedules are for convenience of reference only and do not affect the meaning or interpretation of any matter, information or item of the disclosures set forth in the Disclosure Schedules. The disclosure of any matter in any section of the Schedules will be deemed to be a disclosure by the Company and the Sellers to each other section of the Schedules to which such disclosure’s relevance is reasonably apparent on its face (without any independent knowledge on the part of the reader regarding the matter disclosed or any reference to any underlying document). The listing of any matter on the Schedules shall expressly not be deemed to constitute an admission by such party, or to otherwise imply, that any such matter is material or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. In no event shall the listing of any liability to any third party; and (vi) summaries of or references to any written document matter in the Disclosure Schedules do not purport be deemed or interpreted to be complete and are qualified expand the scope of the representations, warranties and/or covenants set forth in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules” or “Schedules”) are incorporated herein and expressly made a material part of this Agreement as if fully though completely set forth in herein. All references to this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand herein or in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will shall be deemed made to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for the purpose purposes of all Schedules so long as cross-references are made or the applicability convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in ARTICLE III of this Agreement shall be deemed to have been disclosed with respect to every other section(s) section and subsection in ARTICLE III of this Agreement if the relevance of such disclosure to such other section or subsection is reasonably apparent on the face of such disclosure; section or subsection, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (iia) headings be used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of the Company’s, the Parent’s or the Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication that such item meets any or all of the criteria set forth in this Agreement for inclusion in the Disclosure Schedules. No reference in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will Contract shall be construed as an admission or indication that such item Contract is enforceable or other matter is material or outside of the ordinary course of business currently in effect or that such item or other matter is required there are any obligations remaining to be referred to performed or disclosed in the Disclosure Schedule or otherwise imply any rights that any may be exercised under such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Contract. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The Disclosure Concurrently with the execution and delivery of this Agreement, the Company and Sellers’ Representative has delivered to Buyer the disclosure Schedules to this Agreement (the “Schedules”). All Schedules and attached hereto are hereby incorporated in and made a material part of this Agreement as if fully set forth in this Agreement and are intended only full herein. The mere inclusion of information in any Schedule hereto as an exception to qualify and limit the representationsa representation, warranties and covenants contained in this Agreement, and will warranty or covenant (i) EAST\134549672.25 55 shall not be deemed to expand in an admission by any way the scope Party that such information represents a material exception or a material fact, event, condition, change, occurrence or effect or that such information has had or would reasonably be expected to have a Company Material Adverse Effect or a “material adverse effect” on Sellers’ or Buyer’s ability to consummate the Transactions, as applicable, or (ii) constitute, or be deemed to be, an admission to any third party concerning such information. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Matters disclosed to Buyer pursuant to any Section of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: Schedule to this Agreement (i) disclosures made for the purpose or any section of any Schedule of the Disclosure Schedules to this Agreement) will be deemed made for the purpose to be disclosed with respect to all Sections of and Schedules to this Agreement (and all sections of all Schedules so long as cross-references are made or the applicability to this Agreement) to the extent that the relevance of any such disclosure in such other section(s) Section or Schedule is reasonably apparent on the face of such disclosure; (ii) headings disclosure in such Section or Schedule. Capitalized terms used in any Schedule to this Agreement but not otherwise defined therein will have the Disclosure Schedules have been inserted for reference only and will not be deemed respective meanings assigned to modify or influence the interpretation of the information contained such terms in the Disclosure Schedules or this Agreement; (iii) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (v) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselves.

Disclosure Schedules. The All schedules referenced herein and attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules Schedules”) are incorporated herein and expressly made a material part of this Agreement as if fully though completely set forth herein. The Disclosure Schedules have been arranged for purposes of convenience in this Agreement and are intended only separately numbered sections corresponding to qualify and limit the representations, warranties and covenants contained in sections of this Agreement; however, and will not be deemed to expand any item disclosed in any way part, subpart, section or subsection of the scope Disclosure Schedules referenced by a particular section or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of subsection in the Disclosure Schedules will be deemed made for to have been disclosed with respect to every other section and subsection in this Agreement if the purpose relevance of all Schedules so long as cross-references are made such disclosure to such other section or the applicability to the other section(s) subsection is reasonably readily apparent on the face its face. Any item of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify information, matter or influence the interpretation of the information contained in the Disclosure Schedules document disclosed or this Agreement; (iii) no reference to referenced in, or disclosure of any item or other matter in attached to, the Disclosure Schedules will not (a) be construed used as a basis for interpreting the term “material” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of Emmis’ or Xxxxxxxx’x representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated hereby requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by Emmis or Xxxxxxxx that such item meets any or other matter is material or outside all of the ordinary course of business or that such item or other matter is required to be referred to or disclosed criteria set forth in this Agreement for inclusion in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement Contract or Legal Requirements shall Law will be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules Schedules”) are incorporated herein and expressly made a material part of this Agreement as if fully though completely set forth in herein. All references to this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand herein or in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made to refer to this entire Agreement, including all Schedules. The Schedules have been arranged for the purpose purposes of all Schedules so long as cross-references are made or the applicability convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Schedule referenced by a particular section or subsection in this Agreement will be deemed to have been disclosed with respect to every other section(s) part, subpart, section and subsection in another Schedule if the relevance of such disclosure to such other part, subpart, section or subsection is reasonably apparent on its face, notwithstanding the face omission of such disclosure; (ii) headings in an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules have been inserted for reference only and will not (a) be used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) be deemed or interpreted to expand the scope of Seller’s, the Company’s or Buyer’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein or (c) constitute, or be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as constitute, an admission or indication that to any third party concerning such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no matter. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall Law will be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.

Disclosure Schedules. The All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a material part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Disclosure Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, Section or subsection of the Disclosure Schedule referenced by a particular Section or subsection in this Agreement shall be deemed to have been disclosed with respect to every other Section and subsection in this Agreement if fully the relevance of such disclosure to such other Section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) necessarily represent a determination by the Company that any item is or has “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) necessarily represent a determination by the Company that such item or matter did not arise in the ordinary course of business, (c) be deemed or interpreted to expand the scope of the Company’s, the Parent’s or the Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) necessarily constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) necessarily represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by the Company, the Parent or the Merger Sub that such item meets any or all of the criteria set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings inclusion in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not otherwise defined therein have the meanings given to them in this Agreement. Notwithstanding any other provision of this Agreement to the contrary, none of the Group Companies, the Securityholders, any Affiliate thereof or any other Person is making any representation or warranty regarding the Restructuring and/or the Securities Purchase and/or any transaction undertaken solely with respect thereto; for the avoidance of doubt, in no event shall the Company be deemed to constitute an admission have breached any representation or warranty in Article IV as a result of the failure to include on any liability to Disclosure Schedule any third party; and (vi) summaries item or matter that has arisen solely as a result of or references to solely in connection with the Restructuring or the Securities Purchase (including, without limitation, any written document entity formed, agreement entered into, filing made or consent required with respect thereto) and would not have otherwise arisen as a result of the Merger or any other transactions contemplated by this Agreement (other than the Securities Purchase or any of the steps undertaken in accordance with the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesRestructuring).

Disclosure Schedules. (a) The Disclosure Schedules are a material part of this Agreement as if fully set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants of the Sellers contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party Parent hereby acknowledges and agrees that: (i) certain agreements and other matters may be listed in the Disclosure Schedules for informational purposes only, as they do not rise above applicable materiality thresholds, they are not outside of the ordinary course of business or their disclosure is not otherwise required under the terms of this Agreement (items that are not required to be disclosed but are disclosed, the “Informational Disclosures”); (ii) in no event will the Informational Disclosures be deemed or interpreted to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties; (iii) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (iiiv) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iiiv) 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 is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule Schedules or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (ivvi) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements Law shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (vvii) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission of any liability by Seller to any third party; and (viviii) summaries of or references to any written document in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselves; provided, that Parent, Merger Sub and their representatives have been provided with reasonable access to such documents at least three (3) Business Days prior to the Closing Date.

Disclosure Schedules. The All Disclosure Schedules attached hereto are incorporated herein and expressly made a material part of this Agreement as if fully though completely set forth in herein. All references to this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand herein or in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for the purpose purposes of all Schedules so long as cross-references are made or the applicability convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in this Agreement will be deemed to have been disclosed with respect to every other section(s) part, subpart, section and subsection in another Disclosure Schedule if the relevance of such disclosure to such other part, subpart, section or subsection is reasonably apparent on its face, notwithstanding the face omission of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify an appropriate cross-reference. Any item of information, matter or influence the interpretation of the information contained in the Disclosure Schedules document disclosed or this Agreement; (iii) no reference to referenced in, or disclosure of any item or other matter in attached to, the Disclosure Schedules will not (a) be construed used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) be deemed or interpreted to expand the scope of any Seller’s, the Company’s or Buyer’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein or (c) constitute, or be deemed to constitute, an admission or indication that to any third party concerning such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no matter. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall Law will be construed as an admission or indication that any such breach or violations violation exists or has actually occurred; (v) the inclusion of any matter, information or item . Capitalized terms used in the Disclosure Schedules will and not be deemed otherwise defined therein have the meanings given to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document them in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselvesthis Agreement.