Common use of Interpretation; Construction Clause in Contracts

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented and to any rules or regulations promulgated thereunder. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given Each reference to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to a “writtenwholly-owned Subsidiary” or “in writingwholly-owned Subsidiaries” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law Person shall be deemed to refer to such Law as amended as include any Subsidiary of such date. Any agreement Person where all of the equity interests of such Subsidiary are directly or instrument referred indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by Law or regulation to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or held by a day that is not a Business Day, then such action may director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be validly taken on or provided by the next day that is a Business DayCompany to Parent or Merger Subs, include documents provided directly to Parent’s legal counsel, filed or furnished by the Company with the SEC or in the virtual data room titled “Project Vista” located at Intralinks (the “Virtual Data Room”) at least 24 hours prior to the date hereof. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Scheduleschedule, such reference shall be to an Annex, Exhibit, Section or Schedule schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term terms used in any Schedule schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and guidelines, bulletins or policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect. The effect and that such provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly through by the exchange of drafts hereofParties, so and no presumption or burden of proof shall arise favoring or disfavoring any either Party by virtue of the authorship of any provision of this Agreement. (g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.

Interpretation; Construction. (a) The table of contents contents, articles, titles and headings to sections herein are inserted for convenience of reference onlyonly and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Except as otherwise indicated, do not constitute all references in this Agreement to “Articles”, “Sections” and “Exhibits” are intended to refer to Articles and Sections of this Agreement and Schedules and Exhibits to this Agreement. The Exhibits referred to herein shall be construed with and as an integral part of this Agreement and to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Exhibit but not otherwise defined therein shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference defined as set forth in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless the context otherwise indicatedrequires. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context For purposes of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words Agreement: (i) “include”, . “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words ”; (ii) “hereof,” ”, “herein”, “hereby”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word ; (iii) “extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”; (iv) “Dollars” and “U.S.$” shall mean United States Dollars; (v) the singular includes the plural and vice versa; (vi) reference to a gender includes the other gender; (vii) “any” shall mean “any and all”; (viii) “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term is used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to inclusive sense of “written” or “in writing” include documents in electronic form or transmission by email. A and/or”; (ix) reference to any Person includes agreement, document or instrument means such Person’s successors agreement, document or instrument as amended, supplemented and permitted assigns. modified in effect from time to time in accordance with its terms; (cx) Except as otherwise specifically provided herein, all references in this Agreement reference to any Law include the means such Law as amended from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time ; and in the case of any such amendment, re-enactment, consolidation or replacement, (xi) a reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law P.R.C. governmental authority or department shall be deemed to refer to include such Law as amended as of such date. Any agreement authority or instrument referred to herein means such agreement department at central, provincial, municipal and other levels and their successor authority or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated thereindepartment. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the words The term “includeor” is not exclusive and shall mean “and/or”, unless the context otherwise requires. The words “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given Each reference to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to a “writtenwholly owned Subsidiary” or “in writingwholly owned Subsidiaries” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law Person shall be deemed to refer to such Law as amended as include any Subsidiary of such datePerson where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). Any agreement The terms “provided to” or instrument referred “made available to,” with respect to herein means such agreement documents required to be provided by the Company to Parent or instrument as from time Merger Sub, include documents filed or furnished by the Company with the SEC or provided at least 24 hours prior to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever the execution of this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or in the “Financial and Legal Dataroom” online data room hosted by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business DayDatasite Diligence. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given Each reference to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to a “writtenwholly-owned Subsidiary” or “in writingwholly-owned Subsidiaries” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law Person shall be deemed to refer to such Law as amended as include any Subsidiary of such date. Any agreement Person where all of the equity interests of such Subsidiary is directly or instrument referred indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or held by a day that is not a Business Day, then such action may director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be validly taken on or provided by the next day that is a Business DayCompany to Parent or Merger Sub, include documents filed or furnished by the Company with the SEC. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear and any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given Each reference to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to a “writtenwholly-owned Subsidiary” or “in writingwholly-owned Subsidiaries” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law Person shall be deemed to refer to such Law as amended as include any Subsidiary of such date. Any agreement Person where all of the equity interests of such Subsidiary are directly or instrument referred indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or held by a day that is not a Business Day, then such action may be validly taken on director or by the next day that is a Business Daynominee). (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given Each reference to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to a “writtenwholly owned Subsidiary” or “in writingwholly owned Subsidiaries” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law Person shall be deemed to refer to such Law as amended as include any Subsidiary of such datePerson where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever To the extent this Agreement refers to a number of daysinformation or documents having been “provided to” or “made available to” Parent or Merger Sub by the Company, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein obligation shall be given fulldeemed satisfied if, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue as of the authorship of any provision date of this Agreement, (a) the Company or its Representatives made such information or document available in any virtual data rooms established by or on behalf of the Company in connection with the transactions contemplated by this Agreement or otherwise made such information or document available (or delivered or provided such information or document) to Parent or Merger Sub or its or their Representatives in connection with the transactions contemplated by this Agreement, or (b) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC and not subject to any redactions or omissions.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.” The ”; the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The section or article in which such words appear; the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if;” the word “or” is not exclusive; the word “will” shall not be exclusiveconstrued to have the same meaning and effect as the word “shall”; any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any Law in this Agreement shall mean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The phrase “date hereof” shall be deemed to refer to the date of this Agreement. The terms “provided to” or “made available to” with respect to documents required to be provided by the Company to Parent or Merger Sub shall only include documents filed or furnished by the Company (i) with the SEC and that are publicly available at least one (1) Business Day prior to the date hereof or (ii) in the virtual data room established by or on behalf of the Company in connection with the transactions contemplated by this Agreement (and which Parent or its Representatives can access). When calculating the period of time before which, within which or following which any Schedule act is to be done or Exhibit but not step taken pursuant to this Agreement, the date that is the reference date in calculating such period is to be excluded. Unless otherwise defined therein shall have the meaning given to them as set forth specified in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunderContract, in each case other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, re-enacted, consolidated supplemented or replaced otherwise modified from time to time and in accordance with the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also includeterms thereof and, unless the context otherwise requiresspecified therein, include all applicable guidance schedules, annexes, addendums, exhibits and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement other documents attached thereto or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including incorporated therein by waiver or consent and all attachments thereto and instruments incorporated thereinreference. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any the meaning or interpretation of this Agreement. (b) No summary of this Agreement prepared by a party hereto shall affect the provisions hereof. meaning or interpretation of this Agreement. (c) Where a reference in this Agreement is made to an Annex, ExhibitArticle, Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, Article or Section of or Schedule Exhibit to this Agreement Agreement, unless otherwise indicated. (bd) If Where a term reference in a Section of this Agreement is defined as one part made to a clause, such reference shall be to a clause of speech such Section, unless otherwise indicated. (such as a noun), it shall have a corresponding meaning when used as another part e) The words “hereto,” “hereof,” “herein,” “hereunder” and “hereby” and words of speech (such as a verb). The terms defined in the singular have a comparable meaning similar import when used in the plural this Agreement shall, unless otherwise indicated, refer to this Agreement as a whole and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a to any particular class of acts, matters or things. Unless the context provision of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Agreement. (f) Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” unless otherwise indicated. (g) All pronouns and “hereunder” and words of similar import, when used in this Agreement, all variations thereof shall be deemed to refer to this Agreement the masculine, feminine or neuter, singular or plural, as the identity of the Person may require. (h) Where a whole and not to any particular provision word or phrase is defined herein, each of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein its other grammatical forms shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. a corresponding meaning. (i) A reference to any Person includes party to this Agreement or any other agreement or document shall include such Personparty’s predecessors, successors and permitted assigns. (cj) Except as otherwise specifically provided herein, all references A reference to any Law in this Agreement to any means such Law include the as amended, modified, codified, replaced or re-enacted, and all rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (dk) Whenever The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or construed as if drafted jointly by the next day that is a Business Day. (e) Each representationparties, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the words The term “includeor” is not exclusive and shall mean “and/or”, unless the context otherwise requires. The words “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given Each reference to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to a “writtenwholly owned Subsidiary” or “in writingwholly owned Subsidiaries” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law Person shall be deemed to refer to such Law as amended as include any Subsidiary of such date. Any agreement Person where all of the equity interests of such Subsidiary are directly or instrument referred indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or held by a day that is not a Business Day, then such action may director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be validly taken on or provided by the next day that is a Business DayCompany to Parent or Merger Sub, include documents filed or furnished by the Company with the SEC. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein In this Agreement, except as context may otherwise require, references: (i) to the Recitals, Sections, or Exhibits are for convenience of reference onlyto a Recital to or Section of, do not constitute part of or Exhibit to, this Agreement; to this Agreement are to this Agreement, and shall not the Exhibit to it, taken as a whole; to the transactions contemplated hereby include the transactions provided for in this Agreement, including the Exchange; to any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof); to any section of any statute or regulation include any successor to the section and, in the case of any statute, any rules or regulations promulgated thereunder; and to “dollars” or “$” are to United States dollars; (ii) to the words “hereby”, “herein”, “hereof”, “hereunder” and similar terms are to be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule refer to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech whole and not to any specific Section; (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever iii) to the words “include”, “includes” or “including” are used in this Agreement, they shall to be deemed to be followed by the words “without limitation.” The ”; (iv) to the article and section headings are for reference purposes only and do not limit or otherwise affect any of the substance of this Agreement; and (v) to the words “hereof,to the extent” “herein” and “hereunder” and words of similar import, when used in this AgreementAgreement shall mean “the degree by which” and not merely “if.” (b) This Agreement is the product of an arm’s-length negotiation by sophisticated parties, shall refer to each having the assistance of counsel and other advisers. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read construed as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or if drafted jointly by the next day that is a Business Day. (e) Each representationparties, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement. This Agreement shall not be interpreted or construed to require any person to take any action, or fail to take any action, if to do so would violate applicable Law.

Interpretation; Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement Agreement, and shall will not be deemed to limit or otherwise affect any provision of the provisions hereof. this Agreement. (b) Where a reference in this Agreement is made to an Annex, Exhibit, a Section or Schedule, Exhibit such reference shall will be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (bc) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes,” or “including” are used in this Agreement, Agreement they shall will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” and “hereunder” and words of similar import, import when used in this Agreement, shall Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term when used in any Schedule or Exhibit but this Agreement is not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assignsexclusive. (cd) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties The definitions contained in this Agreement that are made applicable to the singular as of a specific date, references to any Law shall be deemed to refer to such Law well as amended as the plural forms of such date. terms and to the masculine as well as to the feminine and neuter genders of such term. (e) Any agreement Contract, instrument, or statute defined or referred to herein or in any Contract or instrument that is referred to herein means such agreement Contract, instrument, or instrument statute as from time to time amended, modified modified, or supplemented, including including, in the case of Contracts or instruments, by waiver or consent and, in the case of statutes, by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. (df) Whenever this Agreement refers References to a number of days, such number shall refer Person are also to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Dayits permitted successors and permitted assigns. (eg) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit Where this Agreement states that a Party “shall,” “will” or “must” perform in some manner it means that the applicability of any other, more general, provisionParty is legally obligated to do so under this Agreement. (fh) The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub, include documents filed or furnished by the Company with the SEC that are publicly available in the Electronic Data Gathering, Analysis and Retrieval Database of the SEC and documents made available for review by Parent or its Representatives in the Project Domus electronic data room hosted on the M▇▇▇▇▇▇ DatasiteOne platform in connection with the transactions contemplated by this Agreement, in each case, at least three (3) Business Days prior to the date of this Agreement. (i) The Parties drafted have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement will be construed as if drafted jointly through by the exchange of drafts hereofParties, so and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. (j) All references herein to “dollars” or “$” will mean U.S. dollars.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given Each reference to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to a “writtenwholly owned Subsidiary” or “in writingwholly owned Subsidiaries” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law Person shall be deemed to refer to such Law as amended as include any Subsidiary of such date. Any agreement Person where all of the equity interests of such Subsidiary are directly or instrument referred indirectly owned by such Person (other than directors’ qualifying shares, nominee shares or other equity interests that are required by law or regulation to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or held by a day that is not a Business Day, then such action may director or nominee). The terms “provided to” and “made available to,” with respect to documents required to be validly taken on or provided by the next day that is a Business Day. (e) Each representationCompany to Parent or Merger Sub, warranty, covenant include without limitation documents filed or furnished by the Company with the SEC as an exhibit after the Applicable Date and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit prior to the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision date of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. For the convenience of the parties hereto, each of the terms set forth in the table following the table of contents is defined in the Section of this Agreement set forth opposite such term. Where a reference in this Agreement is made to an Annex, ExhibitArticle, Section or ScheduleAnnex, such reference shall be to an Annexsuch Article or Section of, Exhibitor Annex to, Section or Schedule to this Agreement unless otherwise indicated. (b) If . The Company Disclosure Schedule, Parent Disclosure Schedule and the Annexes identified in this Agreement are incorporated into this Agreement by reference and made a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb)hereof. The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they not intended to be limiting and shall be deemed to be followed by the words “without limitation.” or words of like import. The use of the masculine, feminine or neuter gender, or the singular or plural form of words used herein (including defined terms) shall not limit any provision of this Agreement. Reference herein to a particular Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable Contract. Reference to a particular Contract (including this Agreement), document or instrument means such Contract, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof. Any reference to a particular Law means such Law as amended, modified or supplemented (including all rules and regulations promulgated thereunder) and, unless otherwise provided, as in effect from time to time. The terms “cash”, “dollars” and “$” mean United States Dollars. The use of the terms “hereunder,” “hereof,” “herein” and “hereunderhereto” and words of similar import, when used in this Agreement, import shall refer to this Agreement as a whole and not to any particular provision of Article, Section, paragraph or clause of, or Annex to, this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided hereinin Section 4.1(p)(ix), all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law Company shall be deemed to refer have “made available” a document or item of information to Parent only if such Law as amended as document or item was actually delivered by the Company to Parent or its legal counsel or publicly filed in unredacted form with the SEC prior to the execution and delivery of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers or was, prior to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant execution and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision delivery of this Agreement, posted in the electronic data room organized by the Company in connection with the due diligence investigation conducted by Parent.

Interpretation; Construction. (a) When a reference is made in this Agreement to a Section, clause, Annex, Exhibit or Section of a disclosure letter, such reference shall be to a Section or clause of or Annex or Exhibit or Section of a disclosure letter to this Agreement unless otherwise indicated. The table of contents and headings herein contained in this Agreement are for convenience reference purposes only and shall not affect in any way the meaning or interpretation of reference onlythis Agreement. The phrase “the date of this Agreement” and terms of similar import, do not constitute part shall be deemed to refer to the date first written above. Whenever the content of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annexpermits, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders neuter genders, and vice versaa reference to singular or plural shall be interchangeable with the other. (b) References to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any Law or statute are to that Law or statute, as amended from time to time, and to the rules and regulations promulgated thereunder. References to “$” and “dollars” are to the currency of the United States. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole (including any disclosure letters delivered herewith) and not merely to the specific Section, paragraph or clause in which such word appears. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “orextent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to mean “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assignsif”. (c) Except as otherwise specifically provided hereinThe parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read construed as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or if drafted jointly by the next day that is a Business Day. (e) Each representationparties, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement. (d) No summary of this Agreement or any Exhibit attached hereto or Section of a disclosure letter delivered herewith prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement or any such Exhibit or Section of a disclosure letter. (e) Subject to the introductory language to ‎Article III and ‎Article IV, each party to this Agreement has or may have set forth information in its respective disclosure letter in a Section of such disclosure letter that corresponds to the Section of this Agreement to which it relates. The fact that any item of information is disclosed in a disclosure letter to this Agreement shall not constitute an admission by such party that such item represents a material exception or material fact, event or circumstance or that such item would have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or that the disclosure thereof be construed to mean that such information is required to be disclosed by this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an AnnexArticle, ExhibitSchedule, Section or ScheduleExhibit, such reference shall be to an AnnexArticle, ExhibitSchedule, Section or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.” The ”; the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear; the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if;” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub shall only include documents filed or furnished by the Company (i) with the SEC and that are publicly available at least one (1) Business Day prior to the date hereof or (ii) in any Schedule virtual data rooms established by or Exhibit but not on behalf of the Company in connection with the transactions contemplated by this Agreement (and which Parent can access) at least one (1) day prior to the date hereof. The phrase “ordinary course of business” shall be deemed to be followed by “consistent with past practice”. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period is to be excluded. Unless otherwise defined therein shall have the meaning given to them as set forth specified in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunderContract, in each case other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, re-enacted, consolidated supplemented or replaced otherwise modified from time to time and in accordance with the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also includeterms thereof and, unless the context otherwise requiresspecified therein, include all applicable guidance schedules, annexes, addendums, exhibits and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement other documents attached thereto or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including incorporated therein by waiver or consent and all attachments thereto and instruments incorporated thereinreference. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever The words "includes" or "including" shall mean "including without limitation," the words “include”, “includes” or “including” are used "hereof," "hereby," "herein," "hereunder" and similar terms in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply "if," any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A Each reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, rea "wholly-enacted, consolidated owned Subsidiary" or replaced from time to time and in the case of any such amendment, re"wholly-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as owned Subsidiaries" of a specific date, references to any Law Person shall be deemed to refer to such Law as amended as include any Subsidiary of such date. Any agreement Person where all of the equity interests of such Subsidiary are directly or instrument referred indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or held by a day that is not a Business Day, then such action may director or nominee). The terms "provided to" or "made available to," with respect to documents required to be validly taken on or provided by the next day that is a Business Day. (e) Each representationCompany to Parent or Merger Sub, warrantyinclude documents filed or furnished by the Company with the SEC as an exhibit after September 26, covenant 2016 and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit prior to the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision date of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” ”, “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms “or”, “any” and “either” are not exclusive. The word “orextent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The word “will” shall be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall construed to have the same meaning given to them and effect as set forth in this Agreementthe word “shall”. All accounting terms used herein pronouns and not expressly defined herein all variations thereof shall have be deemed to refer to the meanings given to them under GAAPmasculine, feminine or neuter, singular or plural, as the identity of the Person may require. References to “written” or “in writing” include documents in electronic form or transmission by email. A Where a reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement is made to any Law include agreement (including this Agreement), contract, statute or regulation, such references are to, except as context may otherwise require, the rules and regulations promulgated thereunderagreement, in each case contract, statute or regulation as amended, re-enactedmodified, consolidated supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof), and to any section of any statute or regulation including any successor to the section and, in the case of any such amendmentstatute, re-enactment, consolidation any rules or replacement, reference herein regulations promulgated thereunder. All references to a particular provision shall be read as referring to such amended, re-enacted, consolidated “dollars” or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained “$” in this Agreement that are made as of a specific date, to United States dollars. All references to any Law “days” shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless otherwise indicated as a “Business Day”. All references to “made available” shall include all documentation that was located and provided in that certain online data room entitled “Project Sky” hosted by Intralinks as of the close of business on the date that is two (2) Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by prior to the next day that is a Business Daydate hereof. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (fb) The Parties drafted have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly through by the exchange of drafts hereofParties, so and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. (c) Each Party has or may have set forth information in its respective disclosure letter (each, a “Disclosure Letter”) in a section thereof that corresponds to the section of this Agreement to which it relates, it being agreed that any information so disclosed in any section of a Disclosure Letter shall be deemed to be disclosed with respect to any representation or warranty corresponding to any other section of this Agreement and such Disclosure Letter to the extent its relevance to such section, representation or warranty is reasonably apparent on the face of such disclosure. The mere inclusion of any item in any section or subsection of any Party’s Disclosure Letter as an exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by the applicable Party, or to otherwise imply, that any such item has had or would reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, or that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement. Matters disclosed in any section or subsection of a Party’s Disclosure Letter 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 necessarily include other matters of a similar nature or impose any duty or obligation to 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. Headings inserted in the sections or subsections of any Party’s Disclosure Letter are for convenience of reference only and shall not have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given Each reference to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to a “writtenwholly owned Subsidiary” or “in writingwholly owned Subsidiaries” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law Person shall be deemed to refer to such Law as amended as include any Subsidiary of such date. Any agreement Person where all of the equity interests of such Subsidiary are directly or instrument referred indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or held by a day that is not a Business Day, then such action may director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be validly taken on or provided by the next day that is a Business DayCompany to Parent or Merger Sub, include documents filed or furnished by the Company with the SEC or in the online data room located at ▇▇▇▇▇://▇▇▇▇▇. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision▇▇▇▇▇▇▇▇. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.▇▇▇/.

Interpretation; Construction. (a) The table of contents definitions in Sections 10.1 and headings herein are for convenience of reference only, do not constitute part of this Agreement 10.2 shall apply equally to both the singular and shall not be deemed to limit or otherwise affect any plural forms of the provisions hereofterms defined. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless Whenever the context of this Agreement clearly requires otherwisemay require, words importing the masculine gender any pronoun shall include the corresponding masculine, feminine and neutral genders and vice versaneuter forms. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The All references herein to sections, paragraphs, subparagraphs, clauses, Exhibits or Schedules shall be deemed references to sections, paragraphs, subparagraphs or clauses of, or Exhibits or Schedules to this Agreement, unless the context requires otherwise. Unless otherwise expressly defined, terms defined in this Agreement have the same meanings when used in any Exhibit or Schedule hereto, including the Company Disclosure Letter and the Parent Disclosure Letter. Unless otherwise expressly specified, the words “this Agreement,” “herein,” “hereof,” “hereinhereto” and “hereunder” and other words of similar import, when used in this Agreement, shall import refer to this Agreement as a whole (including the Schedules, Annexes, Exhibits, the Company Disclosure Letter and the Parent Disclosure Letter) and not to any particular provision of this Agreement. The word term “or” shall be inclusive and not be exclusive. Currency amounts referenced The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” Any Contract, instrument or Law defined or referred to herein are in U.S. Dollars. Any capitalized term used or in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement Contract or instrument that is referred to herein means such agreement Contract, instrument or instrument Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Laws) by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. The phrase “made available” in this Agreement shall mean that the information referred to has been made available by the party to whom such information is to be made available. All references to dollars or “$” shall be references to United States dollars. (db) Whenever The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or construed as if drafted jointly by the next day that is a Business Day. (e) Each representationparties, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement. (c) The fact that any item of information is disclosed in the Company Disclosure Letter to this Agreement shall not be construed to mean that such information is required to be disclosed by this Agreement. (d) Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference All article, section, subsection, schedule, annex and exhibit references used in this Agreement is made are to an Annexarticles, Exhibitsections, Section or Schedulesubsections, such reference shall be to an Annexschedules, Exhibit, Section or Schedule annexes and exhibits to this Agreement unless otherwise indicatedspecified. The exhibits, schedules and annexes attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are section or article in U.S. Dollars. Any capitalized term used in which such words appear, any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to a Law shall include any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, and the words “or”, “any” and “either” are not exclusive. The term “reasonable best efforts” means reasonable best endeavors; provided, however, that such term, when referring to a party’s obligation to cause a Listed Subsidiary to take or refrain from an action, means using reasonable best endeavors to exercise such party’s rights as a shareholder of such Listed Subsidiary and excludes any obligation of such party to (i) cause the directors of such Listed Subsidiary to take or refrain from an action or (ii) take or refrain from an action that such party believes is not in the best interests of such Listed Subsidiary. The term “Knowledge”, when referring to Linde, means the actual knowledge of the individuals serving on the Linde Executive Board, Linde’s Chief Compliance Officer, or equivalent officer, and Linde’s general counsel, in each case as amendedof the date hereof. The term “Knowledge”, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as when referring to Praxair, means the actual knowledge of the individuals comprising Praxair’s named executive officers (as such amendedterm is defined in Item 402 of Regulation S-K of the Securities Act), re-enactedPraxair’s Chief Compliance Officer, consolidated or replaced provision equivalent officer, and shall also includePraxair’s general counsel, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made each case as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated thereinthe date hereof. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (ai) The table definitions of contents terms herein shall apply equally to the singular and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any plural forms of the provisions hereofterms defined. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated.SAMPLE (bii) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever Where the words “include”"including", “"includes” or “including” " and similar expressions are used in this Agreement, they it means "including (or includes) and without limitation". Where the context permits the expression "without limitation" and similar expressions, those expressions mean "including without limitation and without limiting the generality of anything contained herein". Where a list of items follows the term "including" or any similar expression, the list will only be illustrative and not exhaustive and the matters to be included will be given as broad a scope as possible and will not be limited to the items listed or to matters similar in nature or kind to those listed. (iii) Where the phrase “and/or” is used in this Agreement, it means any combination of the two options; one, the other (either), or both. (iv) Where the phrase “sole discretion” or “Sole Discretion” is used in this Agreement, it means the sole, absolute, unfettered and unreviewable discretion of the Vendor which may be arbitrarily exercised and without the requirement to provide any rationale or explanation for, of or with respect to the exercise of such discretion. (v) The word “will” shall be deemed construed to be followed by have the words same meaning and effect as the word “without limitationshall”.” (vi) The words “herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assignsprovisions hereof. (cvii) Except as otherwise specifically provided herein, all references in Where this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced provides from time to time that the Purchaser has appointed the Vendor as its lawful attorney, the Purchaser hereby confirms and in agrees that: (1) the case power of attorney is coupled with an interest and shall not be revoked or terminated by any insolvency, bankruptcy or any subsequent incapacity or disability of the Purchaser; (2) such appointment and power of attorney shall be effective as of the date of execution of this Agreement by the Purchaser; (3) such appointment and power of attorney shall not merge upon the closing of the transaction contemplated by this Agreement and the registration of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made transfer in connection therewith, but shall survive same for a period of ten (10) years; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.and

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or Schedule-68- Exhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given Each reference to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to a “writtenwholly-owned Subsidiary” or “in writingwholly-owned Subsidiaries” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law Person shall be deemed to refer to such Law as amended as include any Subsidiary of such date. Any agreement Person where all of the equity interests of such Subsidiary are directly or instrument referred indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or held by a day that is not a Business Day, then such action may director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be validly taken on or provided by the next day that is a Business Day. (e) Each representationCompany to Parent or Merger Sub, warrantyinclude documents filed or furnished by the Company with the SEC as an exhibit after September 26, covenant 2016 and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit prior to the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision date of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and and, accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and guidelines, bulletins or policies made in connection therewith; provided, that for purposes of any representations and warranties contained set forth in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein set forth in this Agreement shall be given full, separate and independent effect. The provisions hereof of this Agreement are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties have drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. (g) Neither the specification of any dollar amount in any representation or warranty set forth in this Agreement nor the inclusion of any specific item in any Schedule 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 Party shall use the fact of 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 not described herein or included in any Schedule is or is not material for purposes of this Agreement. Neither the specification of any item or matter in any representation or warranty set forth in this Agreement nor the inclusion of any specific item in any Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business, and no Party shall use the fact of the setting forth or the inclusion of any specific item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not in the Ordinary Course of Business for purposes of this Agreement.

Interpretation; Construction. (ai) The table definitions of contents terms herein shall apply equally to the singular and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any plural forms of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicatedterms defined. (bii) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever Where the words “include”"including", “"includes” or “including” " and similar expressions are used in this Agreement, they it means "including (or includes) and without limitation". Where the context permits the expression "without limitation" and similar expressions, those expressions mean "including without limitation and without limiting the generality of anything contained herein". Where a list of items follows the term "including" or any similar expression, the list will only be illustrative and not exhaustive and the matters to be included will be given as broad a scope as possible and will not be limited to the items listed or to matters similar in nature or kind to those listed. SAMPLE AGREEMENT (iii) Where the phrase “and/or” is used in this Agreement, it means any combination of the two options; one, the other (either), or both. (iv) Where the phrase “sole discretion” or “Sole Discretion” is used in this Agreement, it means the sole, absolute, unfettered and unreviewable discretion of the Vendor which may be arbitrarily exercised and without the requirement to provide any rationale or explanation for, of or with respect to the exercise of such discretion. (v) The word “will” shall be deemed construed to be followed by have the words same meaning and effect as the word “without limitationshall”.” (vi) The words “herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assignsprovisions hereof. (cvii) Except as otherwise specifically provided herein, all references in Where this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced provides from time to time that the Purchaser has appointed the Vendor as its lawful attorney, the Purchaser hereby confirms and in agrees that: (1) the case power of attorney is coupled with an interest and shall not be revoked or terminated by any insolvency, bankruptcy or any subsequent incapacity or disability of the Purchaser; (2) such appointment and power of attorney shall be effective as of the date of execution of this Agreement by the Purchaser; (3) such appointment and power of attorney shall not merge upon the closing of the transaction contemplated by this Agreement and the registration of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made transfer in connection therewith, but shall survive same for a period of ten (10) years; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.and

Interpretation; Construction. (ai) The table definitions of contents terms herein shall apply equally to the singular and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any plural forms of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicatedterms defined. (bii) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever Where the words “include”"including", “"includes” or “including” " and similar expressions are used in this Agreement, they it means "including (or includes) and without limitation". Where the context permits the expression "without limitation" and similar expressions, those expressions mean "including without limitation and without limiting the generality of anything contained herein". Where a list of items follows the term "including" or any similar expression, the list will only be illustrative and not exhaustive and the matters to be included will be given as broad a scope as possible and will not be limited to the items listed or to matters similar in nature or kind to those listed. (iii) Where the phrase “and/or” is used in this Agreement, it means any combination of the two options; one, the other (either), or both. (iv) Where the phrase “sole discretion” or “Sole Discretion” is used in this Agreement, it means the sole, absolute, unfettered and unreviewable discretion of the Vendor which may be arbitrarily exercised and without the requirement to provide any rationale or explanation for, of or with respect to the exercise of such discretion. (v) The word “will” shall be deemed construed to be followed by have the words same meaning and effect as the word “without limitationshall”.” (vi) The words “herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assignsprovisions hereof. (cvii) Except as otherwise specifically provided herein, all references in Where this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced provides from time to time that the Purchaser has appointed the Vendor as its lawful attorney, the Purchaser hereby confirms and in agrees that: (1) the case power of attorney is coupled with an interest and shall not be revoked or terminated by any insolvency, bankruptcy or any subsequent incapacity or disability of the Purchaser; (2) such appointment and power of attorney shall be effective as of the date of execution of this Agreement by the Purchaser; (3) such appointment and power of attorney shall not merge upon the closing of the transaction contemplated by this Agreement and the registration of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made transfer in connection therewith, but shall survive same for a period of ten (10) years; provided, that for purposes and (4) such appointment and power of any representations and warranties contained attorney is granted in this Agreement that are made as accordance with the provisions of a specific date, references the Powers of Attorney Act (Ontario). (viii) Any reference to any Law shall be deemed to law or regulation herein shall, unless otherwise specified, refer to such Law law or regulation as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated thereinsupplemented from time to time. (dix) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any No provision of this AgreementAgreement shall be construed against the Vendor by reason that the Vendor has or is deemed to have drafted the provision. The Purchaser acknowledges and agrees that the Purchaser has been given the opportunity to seek independent legal advice in connection with this Agreement and that the Purchaser has entered into this Agreement freely and voluntarily.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” ” (b) The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (c) Each party hereto has or may have set forth information in its respective Disclosure Letter in a section thereof that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in a Disclosure Letter to this Agreement shall not be construed to mean that such information is required to be disclosed by this Agreement. (d) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representationAll terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant hereto, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provisionunless otherwise defined therein. (f) The Parties drafted definitions contained in this Agreement jointly through are applicable to the exchange singular as well as the plural forms of drafts hereof, so no presumption such terms. (g) The use of “or” is not intended to be exclusive unless expressly indicated otherwise. (h) “Reasonable best efforts” or burden of proof favoring or disfavoring any Party by virtue of similar terms shall not require the authorship waiver of any provision of rights under this Agreement. (i) The term “ordinary course of business” (or similar terms) shall be deemed to be followed by the words “consistent with past practice.”

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” 298078281.4 (b) If a term is defined as one part The words “hereof,” “herein,” and “hereunder” and words of speech (such as a noun)similar import, it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (c) Capitalized terms used in this Agreement have the plural definitions set forth in the body of this Agreement or assigned to such terms in Annex A. (d) The Parties have participated jointly in negotiating and vice versadrafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. (e) The rule known as the ejusdem generis rule shall not apply, and and, accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters matters, or things. Unless . (f) When a reference is made in this Agreement or the context Disclosure Letter to information or documents being “provided”, “made available”, “disclosed” or similar phrases, such information or documents shall mean any information or documents furnished in the “Project Granite” data room hosted by ▇▇▇▇▇▇.▇▇▇ and maintained by Seller and the Acquired Companies and to which access to such information or documents has been granted to Purchaser and certain of its Representatives at least one (1) Business Day prior to the date of this Agreement clearly requires otherwise, words importing and remained so posted and accessible continuously through the masculine gender shall include the feminine Closing and neutral genders and vice versa. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assignstwo (2) Business Days thereafter. (cg) Except as otherwise specifically provided hereinSubject to Section 7.13, all references any agreement, instrument, or statute defined or referred to herein or in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument that is referred to herein means such agreement agreement, instrument, or instrument statute as from time to time amended, modified modified, or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. (dh) References to a Person are also to its permitted successors and permitted assigns. (i) References to “dollars” or “$” are to U.S. dollars. (j) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever . (k) If the date specified for giving any notice or taking any action must is not a Business Day (or if the period during which any notice is required to be given or any action taken hereunder expires on or by a day that date which is not a Business Day), then the date for giving such notice or taking such action may (and the expiration date of such period during which notice is required to be validly taken on given or by action taken) shall be the next day that date which is a Business Day. (el) Each representation, warranty, covenant and condition herein The word “or” shall not be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provisionexclusive. (fm) The Parties drafted this Agreement jointly through word “extent” in the exchange of drafts hereof, so no presumption phrase “to the extent” shall mean to the degree to which a subject or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreementother thing extends and not simply “if”.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement. Where When a reference is made in this Agreement is made to an Annex, ExhibitArticle, Section or ScheduleExhibit, such reference shall be to an AnnexArticle or Section of, Exhibitor an Exhibit to, Section or Schedule to this Agreement Agreement, unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not be exclusive. Currency amounts referenced herein are mean simply “if.” All terms defined in U.S. Dollars. Any capitalized term this Agreement shall have the defined meanings when used in any Schedule certificate or Exhibit but not other document made or delivered pursuant hereto unless otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” defined, or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except except as otherwise specifically provided hereinprovided, all references therein. Words in this Agreement to any Law include describing the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law singular number shall be deemed to refer include the plural and vice versa, and words in this Agreement denoting any gender shall be deemed to such Law as amended as of such dateinclude all genders. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means shall mean such agreement agreement, instrument or instrument statute as from time to time amended, modified or supplemented, including by waiver or consent unless otherwise specifically indicated. References to a person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all attachments thereto references to “dollars” and instruments incorporated therein“$” will be deemed references to the lawful money of the United States of America. (db) Whenever The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or construed as if drafted jointly by the next day that is a Business Day. (e) Each representationparties, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement. (c) Each party to this Agreement has or may have set forth information in its respective Disclosure Letter in a section of such Disclosure Letter that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in a Disclosure Letter to this Agreement shall not be construed to mean that such information is required to be disclosed by this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them it as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission transmitted by email. A reference to information “made available,” “provided,” “delivered” or “disclosed” to Buyer shall mean that such information was, as of 11:59 a.m. on the day prior to the Execution Date, (i) contained in the “Project Coyote” virtual data room administered by or on behalf of Seller and hosted by Datasite in connection with the transactions contemplated by this Agreement (the “Data Room”) and actually viewable by Buyer or (ii) actually (including electronically) delivered or provided to Buyer or any Person includes such Person’s successors and permitted assignsof its Representatives. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time time, and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and guidelines, bulletins or policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent consent, and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall not limit the applicability of any other, more general, provisionprovision unless otherwise expressly provided herein. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so there shall be no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. (g) Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule 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 Party 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 not described herein or included in any Schedule is or is not material for purposes of this Agreement. Neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule is intended to imply that such item or matter, or other items or matters, is or is not in the ordinary course of business, and no Party shall use the fact of the setting forth or the inclusion of any specific item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not in the ordinary course of business for purposes of this Agreement. (h) Seller has or may have set forth certain information in the Seller Disclosure Letter. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision Law in this Agreement shall mean such Law as from time to time amended, modified or supplemented and to any rules or regulations promulgated thereunder. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of this Agreementa Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by Law or regulation to be held by a director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Subs, include documents filed or furnished by the Company with the SEC or in the virtual data room titled “Project Ferdinand” and “Project Ferdinand - Legal” located at d▇▇▇▇▇▇▇.▇▇▇ at least 24 hours prior to the date hereof. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (ai) The table definitions of contents terms herein shall apply equally to the singular and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any plural forms of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicatedterms defined. (bii) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever Where the words “include”"including", “"includes” or “including” " and similar expressions are used in this Agreement, they it means "including (or includes) and without limitation". Where the context permits the expression "without limitation" and similar expressions, those expressions mean "including without limitation and without limiting the generality of anything contained herein". Where a list of items follows the term "including" or any similar expression, the list will only be illustrative and not exhaustive and the matters to be included will be given as broad a scope as possible and will not be limited to the items listed or to matters similar in nature or kind to those listed. (iii) Where the phrase “and/or” is used in this Agreement, it means any combination of the two options; one, the other (either), or both. (iv) Where the phrase “sole discretion” or “Sole Discretion” is used in this Agreement, it means the sole, absolute, unfettered and unreviewable discretion of the Vendor which may be arbitrarily exercised and without the requirement to provide any rationale or explanation for, of or with respect to the exercise of such discretion. (v) The word “will” shall be deemed construed to be followed by have the words same meaning and effect as the word “without limitationshall”.” (vi) The words “herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provisions hereof. (vii) Where this Agreement provides from time to time that the Purchaser has appointed the Vendor as its lawful attorney, the Purchaser hereby confirms and agrees that: (1) the power of attorney is intended to be an irrevocable commercial power of attorney that is valid and effectual, for all purposes, as though it had been executed and delivered by separate instrument to appoint the Vendor as the Purchaser’s lawful attorney for valuable consideration (the receipt of benefit and sufficiency of which consideration is acknowledged) and is coupled with an interest, but without limitation, secures a benefit to the Vendor; (2) such power of attorney shall not be revoked or terminated by any insolvency, bankruptcy or any subsequent incapacity or disability of the Purchaser; (3) such appointment and power of attorney shall be effective as of the date of execution of this Agreement by the Purchaser; (4) such appointment and power of attorney shall not merge upon the closing of the transaction contemplated by this Agreement and the registration of any transfer in connection therewith, but shall survive same for a period of ten (10) years; and (5) such appointment and power of attorney is granted in accordance with the provisions of the Powers of Attorney Act (Ontario) (6) such appointment and power of attorney is not subject to the Substitute Decisions Act, 1992 (Ontario); (7) the power of attorney is not subject to any common law requirements that any attorney owes a fiduciary obligation to the Purchaser; (8) the Purchaser covenants and agrees not to in any event or upon any grounds deny or revoke such power of attorney; and (9) generally each of the powers of attorney granted or created herein of in this Agreement shall be deemed to follow this agreement. (viii) Any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. (ix) No provision of this Agreement shall be construed against the Vendor by reason that the Vendor has or is deemed to have drafted the provision. The Purchaser acknowledges and agrees that the Purchaser has been given the opportunity to seek independent legal advice in connection with this Agreement and that the Purchaser has entered into this Agreement freely and voluntarily. (x) Unless otherwise set out in the Agreement, any amounts that the Purchaser is to pay and/or reimburse to the Vendor pursuant to this Agreement may also be adjusted for as a credit to the Vendor on the statement of adjustments as determined by the Vendor in the Vendor’s sole discretion. However this paragraph shall not oblige the Vendor to make any such adjustment and the Vendor may otherwise require such payment or reimbursement to be paid by the Purchaser on demand. (xi) If the within Agreement sets out that the Vendor is selling to the Purchaser more than one (1) Dwelling or parcel of Land, then notwithstanding any other provision of this Agreement, all adjustable items that are ordinarily adjusted for by the Vendor on a per Dwelling or per parcel of Land basis (notwithstanding that such adjustment may be specifically stated to be on a per Dwelling or per parcel of Land basis) may, in the Vendor’s sole discretion, be actually charged to the Purchaser on a per Dwelling or per parcel of Land (that is, the same adjustment will be applied to each and every Dwelling or parcel of Land purchased). The word “or” Further, to the extent that the Vendor has agreed in the within Agreement to cap any adjustable item to not exceed the maximum of a certain sum, the cap on such adjustable item shall be applied on a per Dwelling or per parcel of Land basis and is not be exclusivean aggregate cap for all Dwellings or parcels of Land that are included as part of the Purchase Price. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in In the event of any Schedule conflict or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth ambiguity between this paragraph and any other paragraph in this Agreement. All accounting terms used herein and , the provisions of this paragraph shall prevail at all times, unless such other paragraph of this Agreement makes specific written reference that this paragraph does not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assignsapply. (cxii) Except as otherwise specifically provided herein, all references in this Agreement to any Law include All obligations of the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties Purchaser contained in this Agreement that are made as of a specific dateAgreement, references although not always expressed to any Law be covenants, shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.covenants

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and and, accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. . (c) Any currency conversions made with respect to this Agreement, including conversions of any amounts expressed in a currency other than U.S. Dollars for the purposes of determining whether any monetary limit or threshold set out herein has been reached or exceeded (as the case may be), or with respect to the calculation of Cash, Closing Working Capital, and Closing Indebtedness, will be made at the applicable Period End Rate. (d) Any capitalized term terms used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assignscomparable forms of communication. (ce) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context provision. Except as otherwise requiresspecifically provided herein, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained references in this Agreement that are made as of a specific date, references to any European Union directive includes any Law shall be deemed to refer to such Law as amended as promulgated by Member States of the European Union in connection with the transposition of such datedirective. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent consent, and all attachments thereto and instruments incorporated therein. (df) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (eg) Each representation, warranty, covenant and condition herein set forth in this Agreement shall be given full, separate and independent effect. The provisions hereof of this Agreement are cumulative. A more specific provision shall not limit the applicability of any other, more general, provision. (fh) The Parties have drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. (i) Neither the specification of any dollar amount in any representation or warranty set forth in this Agreement nor the inclusion of any specific item in any Schedule 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 Party 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 not described herein or included in any Schedule is or is not material for purposes of this Agreement. Neither the specification of any item or matter in any representation or warranty set forth in this Agreement nor the inclusion of any specific item in any Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business, and no Party shall use the fact of the setting forth or the inclusion of any specific item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not in the Ordinary Course of Business for the purposes of this Agreement. (j) Seller has or may have set forth information in the Seller Disclosure Letter in a Section of such Seller Disclosure Letter. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face.

Interpretation; Construction. (a) The table of contents articles, titles and headings to Sections herein are inserted for convenience of reference onlyonly and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Except as otherwise indicated, do not constitute (i) all references in this Agreement to “Articles,” “Sections,” “Recitals,” and “Appendices” (if any) are intended to refer to Articles, Sections, Recitals and Appendices to this Agreement. The introductory paragraph, Recitals, and Appendices referred to herein shall be construed with and as an integral part of this Agreement and to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Recital or Appendix but not otherwise defined therein shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference defined as set forth in this Agreement is made unless the context otherwise requires. Neither the making nor the acceptance of this Agreement shall enlarge, restrict or otherwise modify the terms of the Separation and Merger Agreements or constitute a waiver or release by Licensor or Licensee of any liabilities, obligations or commitments imposed upon them by the terms of the Separation and Merger Agreements, including the representations, warranties, covenants, agreements and other provisions of the Separation and Merger Agreements. Notwithstanding any other provision of this Agreement to an Annexthe contrary, Exhibit, Section or Schedule, such reference in the event and to the extent that there shall be to an Annex, Exhibit, Section or Schedule to a conflict between the provisions of this Agreement and the provisions of the Separation and Merger Agreements, the provisions of the Separation and Merger Agreements shall control (unless otherwise indicatedthis Agreement expressly provides otherwise). (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context For purposes of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “Agreement: (i) ”include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “”; (ii) ”hereof,” “herein,” “hereby,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word ; (iii) ”extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”; (iv) ”dollars” and “$” shall mean United States dollars; (v) the singular includes the plural and vice versa; (vi) reference to a gender includes the other gender; (vii) ”any” shall mean “any and all”; (viii) ”or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term is used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to inclusive sense of “written” or “in writing” include documents in electronic form or transmission by email. A and/or”; (ix) reference to any Person includes agreement, document or instrument means such Person’s successors agreement, document or instrument as amended, supplemented, modified and permitted assigns. in effect from time to time in accordance with its terms; and (cx) Except as otherwise specifically provided herein, all references in this Agreement reference to any Law include the rules and regulations promulgated thereunder, in each case means such Law as amended, re-enacted, consolidated or replaced amended from time to time and in the case of includes any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments successor legislation thereto and instruments incorporated thereinany regulations promulgated thereunder. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given Each reference to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to a “writtenwholly owned Subsidiary” or “in writingwholly owned Subsidiaries” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law Person shall be deemed to refer to such Law as amended as include any Subsidiary of such date. Any agreement Person where all of the equity interests of such Subsidiary are directly or instrument referred indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or held by a day that is not a Business Day, then such action may director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be validly taken on or provided by the next day that is a Business DayCompany to Parent or Merger Sub, include documents filed or furnished by the Company with the SEC or in the online data room located at h▇▇▇▇://▇▇▇▇▇. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision▇▇▇▇▇▇▇▇. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.▇▇▇/.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit or Annex, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit or Annex to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not mean such Law as may from time to time be exclusiveamended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given Each reference to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to a “writtenwholly owned Subsidiary” or “in writingwholly owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person. The word “or” is not exclusive, and shall be interpreted as “and/or”. The words “shall” and “will” have the same meaning. The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub, include documents filed or furnished by the Company with the SEC or in electronic form or transmission by email. A reference to any Person includes such Personthe online data room established for purposes of due diligence of the Company’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references business in this Agreement to any Law include connection with the rules and regulations promulgated thereundertransactions contemplated hereby, in each case as amended, re-enacted, consolidated or replaced from time prior to time and in 11:59 p.m. Eastern Time on the case of any such amendment, re-enactment, consolidation or replacement, reference herein calendar day immediately prior to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such datedate hereof. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer refers to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The section or article in which such words appear, the word “orextent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in mean simply “if,” any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to a Law shall include any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time and any reference to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained Law in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to mean such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented. Currency amounts referenced herein are in United States Dollars. Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, including nominee shares or other equity interests that are required by waiver law or consent and all attachments thereto and instruments incorporated therein. (d) Whenever regulation to be held by a director or nominee). To the extent this Agreement refers to a number of daysinformation or documents having been “provided to” or “made available to” Buyer by Seller, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein obligation shall be given fulldeemed satisfied if, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue as of the authorship Execution Date, Seller or its Representatives (a) made such information or document available in any virtual data rooms established by or on behalf of Seller in connection with the Transactions (such data rooms or via other electronic transmission to legal counsel of Buyer, the “VDR”) and for which Seller or its Representatives has made any provision such virtual data room available to Buyer or otherwise made such information or document available (or delivered or provided such information or document) to Buyer or its Representatives in connection with the Transactions, or (b) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of this Agreementthe SEC and not subject to any redactions or omissions.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section a section or Scheduleexhibit, such reference shall be to an Annex, Exhibit, Section a section of or Schedule exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one . Such exhibits are an integral part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versaas if fully set forth herein. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word term “ormade available” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule and words of similar import means that the relevant documents, instruments or Exhibit but not otherwise defined therein shall have materials were either (i) posted and made available to the meaning given to them as set forth in other party or its designated Representatives on the Intralinks due diligence data site maintained by the Company for purposes of the transaction(s) contemplated by this Agreement. All accounting terms used herein and not expressly defined herein shall have , (ii) sent to the meanings given other party or its representatives directly, or (iii) publicly available by virtue of the relevant party’s filing of a publicly available final registration statement, prospectus, report, form, schedule or definitive proxy statement filed with the SEC pursuant to them under GAAP. References to “written” the Securities Act or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunderExchange Act, in each case as amendedcase, re-enactedat least five (5) Business Days prior to the date hereof or such prior date with respect to which such documents, consolidated instruments or replaced from time materials were represented by a party to time have been made available to the other party. The words “shall” and in “will” have the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewithsame meaning; provided, that for purposes this sentence shall not apply to the portions of any representations Section 7.1(c), Section 7.2(e), Section 7.3(c) and warranties contained in Exhibit E describing the levels of comfort required with respect to the various tax opinions contemplated by this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated thereinAgreement. (db) Whenever The parties hereto have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or construed as if drafted jointly by the next day that is a Business Day. (e) Each representationparties hereto, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement. (c) Subject to the first paragraphs of Sections 5.1 and 5.2, respectively, each of the Company, EFIH, Parent and Merger Sub has, or may have, set forth information in its respective Disclosure Letter in a section thereof that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in a Disclosure Letter to this Agreement shall not be construed to mean that such information is required to be disclosed by this Agreement.

Interpretation; Construction. (a) The table of contents Article and Section headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement only and shall not be deemed to limit alter or otherwise affect the meaning or interpretation of any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context provision of this Agreement clearly requires otherwiseAgreement. References to Articles, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, “includes” or “including” are used Sections of Schedules in this Agreement, they unless otherwise indicated, are references to Articles, Sections and Schedules of or to this Agreement. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to any term or provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties to this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring any party to this Agreement by virtue of the authorship of any of the terms or provisions of this Agreement. Any reference to any federal, state, county, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. For all purposes of and under this Agreement, (a) the word “including” shall be deemed to be immediately followed by the words “without limitation.;” The (b) words (including defined terms) in the singular shall be deemed to include the plural and vice versa; (c) words of one gender shall be deemed to include the other gender as the context requires; (d) the terms “hereof,” “herein,” “hereto,” “herewith” and “hereunder” and any other words of similar importimport shall, when used in this Agreementunless otherwise stated, shall be construed to refer to this Agreement as a whole (including all of the Schedules to this Agreement) and not to any particular term or provision of this Agreement. The , unless otherwise specified; (e) the use of the word “or” shall not be exclusive. Currency amounts referenced herein are ; (f) all monetary figures shall be in U.S. Dollars. Any capitalized term used United States dollars unless otherwise specified; (g) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if” and (h) any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission action required by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may shall be validly deemed to be required to be taken on or by the next day that is a first Business DayDay thereafter. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference All article, section, subsection, schedule, annex and exhibit references used in this Agreement is made are to an Annexarticles, Exhibitsections, Section or Schedulesubsections, such reference shall be to an Annexschedules, Exhibit, Section or Schedule annexes and exhibits to this Agreement unless otherwise indicatedspecified. The exhibits, schedules and annexes attached to this Agreement constitute a part of this Agreement and are incorporated in this Agreement for all purposes. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are section or article in U.S. Dollars. Any capitalized term used in which such words appear and any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to a Law shall include any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time and any reference to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained Law in this Agreement that are made as of shall only be a specific date, references to any Law shall be deemed to refer reference to such Law as amended as of such datethe date of this Agreement. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amendedUnless otherwise specified, modified or supplementedcurrency amounts referenced in this Agreement, including by waiver or consent the Company Disclosure Letter and all attachments thereto and instruments incorporated thereinthe Parent Disclosure Letter are in U.S. Dollars. (dc) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. The word “extent” and the phrase “to the extent” when used in this Agreement shall mean the degree to which a subject or other thing extends, and such word or phrase shall not merely mean “if.” (d) All accounting terms used in this Agreement and not expressly defined in this Agreement shall have the meanings given to them under GAAP. (e) Each representationThe Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, warranty, covenant and condition herein this Agreement shall be given fullconstrued as if drafted jointly by the Parties, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. (f) The Company Disclosure Letter or the Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article IV or Article V or to one or more covenants contained in Article VI. Certain matters are or may be listed in the Company Disclosure Letter or the Parent Disclosure Letter for informational purposes only and may not be required to be listed by the terms of this Agreement. Inclusion of any items or information in the Company Disclosure Letter or the Parent Disclosure Letter shall not be deemed, in and of itself, to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a Material Adverse Effect or to affect the interpretation of such term for purposes of this Agreement or is outside the ordinary course of business. No disclosure in the Company Disclosure Letter or the Parent Disclosure Letter relating to any possible breach or violation of any Contract or Law shall be construed as: (a) an admission or indication that any such breach or violation exists, has actually occurred or will actually occur; (b) an admission of any liability or obligation of any Party or any of its Subsidiaries with respect to any third Person; or (c) an admission against the interest of any Party or any of its Subsidiaries to any third Person.

Interpretation; Construction. (a1) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement. Where When a reference is made in this Agreement is made to an Annex, ExhibitArticle, Section or ScheduleExhibit, such reference shall be to an AnnexArticle or Section of, Exhibitor an Exhibit to, Section or Schedule to this Agreement Agreement, unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not be exclusive. Currency amounts referenced herein are mean simply “if.” All terms defined in U.S. Dollars. Any capitalized term this Agreement shall have the defined meanings when used in any Schedule certificate or Exhibit but not other document made or delivered pursuant hereto unless otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” defined, or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except except as otherwise specifically provided hereinprovided, all references therein. Words in this Agreement to any Law include describing the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law singular number shall be deemed to refer include the plural and vice versa, and words in this Agreement denoting any gender shall be deemed to such Law as amended as of such dateinclude all genders. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means shall mean such agreement agreement, instrument or instrument statute as from time to time amended, modified or supplemented, including by waiver or consent unless otherwise specifically indicated. References to a person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all attachments thereto references to “dollars” and instruments incorporated therein“$” will be deemed references to the lawful money of the United States of America. (d2) Whenever The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or construed as if drafted jointly by the next day that is a Business Day. (e) Each representationparties, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement. (3) Each party to this Agreement has or may have set forth information in its respective Disclosure Letter in a section of such Disclosure Letter that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in a Disclosure Letter to this Agreement shall not be construed to mean that such information is required to be disclosed by this Agreement.

Interpretation; Construction. (a) The table of contents contents, articles, titles and headings to sections herein are inserted for convenience of reference onlyonly and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Except as otherwise indicated, do not constitute all references in this Agreement to “Articles”, “Sections” and “Exhibits” are intended to refer to Articles and Sections of this Agreement and Annexes and Exhibits to this Agreement. The Annexes and Exhibits referred to herein shall be construed with and as an integral part of this Agreement and to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Annex or Exhibit but not otherwise defined therein shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference defined as set forth in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless the context otherwise indicatedrequires. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context For purposes of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words Agreement: (i) “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words ”; (ii) “hereof,” ”, “herein”, “hereby”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word ; (iii) “extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”; (iv) “U.S. Dollars” and “U.S.$” shall mean United States Dollars, “RMB” shall mean Renminbi, currency of the P.R.C.; (v) the singular includes the plural and vice versa; (vi) reference to a gender includes the other gender; (vii) “any” shall mean “any and all”; (viii) “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term is used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to inclusive sense of “written” or “in writing” include documents in electronic form or transmission by email. A and/or”; (ix) reference to any Person includes agreement, document or instrument means such Person’s successors agreement, document or instrument as amended, supplemented and permitted assigns. modified in effect from time to time in accordance with its terms; (cx) Except as otherwise specifically provided herein, all references in this Agreement reference to any Law include the means such Law as amended from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time ; and in the case of any such amendment, re-enactment, consolidation or replacement, (xi) a reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law P.R.C. governmental authority or department shall be deemed to refer to include such Law as amended as of such date. Any agreement authority or instrument referred to herein means such agreement department at central, provincial, municipal and other levels and their successor authority or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated thereindepartment. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. The table of contents contents, index of defined terms and headings herein contained in this Agreement are for convenience of reference purposes only, do not constitute part of this Agreement and shall not be deemed affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Exhibit but not otherwise defined therein shall have the meaning assigned to limit or otherwise affect any of the provisions hereof. Where a reference such term in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versaAgreement. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “date hereof” when used in this Agreement shall refer to the date of this Agreement. The word “will” shall be construed to have the same meaning as “shall”. Unless the context requires otherwise, the word “material” shall be construed in light of Parent and its Subsidiaries, taken as a whole, or the Company and its Subsidiaries, taken as a whole, as the case may be. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to mean simply “writtenif.” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties The definitions contained in this Agreement that are made applicable to the singular as of a specific date, references to any Law shall be deemed to refer to such Law well as amended as the plural forms of such dateterms. Any agreement agreement, instrument or instrument Law defined or referred to herein means such agreement agreement, instrument or instrument Law as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers unless otherwise specifically indicated. References to a number of daysPerson are also to its permitted successors and assigns. Unless otherwise specifically indicated, such number shall refer all references to calendar days unless Business Days are specified. Whenever any action must “dollars” and “$” will be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by deemed references to the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue lawful money of the authorship United States of any America. No provision of this Agreement will be interpreted in favor of, or against, any of the Parties to this Agreement by reason of the extent to which any such Party or its legal counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft of this Agreement, and no rule of strict construction will be applied against any Party hereto.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an AnnexArticle, ExhibitSchedule, Section or ScheduleExhibit, such reference shall be to an AnnexArticle, ExhibitSchedule, Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.” The ”; the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear; the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if;” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub shall only include documents filed or furnished by the Company (i) with the SEC and that are publicly available at least one (1) day prior to the date hereof or (ii) in any Schedule virtual data rooms established by or Exhibit but not on behalf of the Company in connection with the transactions contemplated by this Agreement (and which Parent can access). When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period is to be excluded. Unless otherwise defined therein shall have the meaning given to them as set forth specified in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunderContract, in each case other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, re-enacted, consolidated supplemented or replaced otherwise modified from time to time and in accordance with the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also includeterms thereof and, unless the context otherwise requiresspecified therein, include all applicable guidance schedules, annexes, addendums, exhibits and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement other documents attached thereto or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including incorporated therein by waiver or consent and all attachments thereto and instruments incorporated thereinreference. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given Each reference to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to a “writtenwholly-owned Subsidiary” or “in writingwholly-owned Subsidiaries” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law Person shall be deemed to refer to such Law as amended as include any Subsidiary of such date. Any agreement Person where all of the equity interests of such Subsidiary are directly or instrument referred indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or held by a day that is not a Business Day, then such action may director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be validly taken on or provided by the next day that is a Business Day. (e) Each representationCompany to Parent or Merger Sub, warrantyinclude documents filed or furnished by the Company with the SEC as an exhibit after September 26, covenant 2016 and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit prior to the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision date of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.” The ”; the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear; the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if;” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub shall only include documents filed or furnished by the Company (i) with the SEC and that are publicly available at least one (1) Business Day prior to the date hereof or (ii) in any Schedule virtual data rooms established by or Exhibit but not on behalf of the Company in connection with the transactions contemplated by this Agreement (and which Parent can access). When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period is to be excluded. Unless otherwise defined therein shall have the meaning given to them as set forth specified in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunderContract, in each case other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, re-enacted, consolidated supplemented or replaced otherwise modified from time to time and in accordance with the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also includeterms thereof and, unless the context otherwise requiresspecified therein, include all applicable guidance schedules, annexes, addendums, exhibits and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement other documents attached thereto or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including incorporated therein by waiver or consent and all attachments thereto and instruments incorporated thereinreference. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.” The ”; the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear; the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if;” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms “provided to” or “made available to,” with respect to documents to be provided by the Company to Parent or Merger Sub shall include all documents (i) filed or furnished with the SEC and that are publicly available at least three (3) Business Days prior to the date hereof (ii) published or made accessible by the Company or its Representative in the virtual data room established by or on behalf of the Company in connection with the transactions contemplated by this Agreement (and which Parent can access); or (iii) provided by the Company or its Representatives by electronic mail or in person at least three (3) Business Days prior to the date hereof. When calculating the period of time before which, within which or following which any Schedule act is to be done or Exhibit but not step taken pursuant to this Agreement, the date that is the reference date in calculating such period is to be excluded. Unless otherwise defined therein shall have the meaning given to them as set forth specified in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunderContract, in each case other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, re-enacted, consolidated supplemented or replaced otherwise modified from time to time and in accordance with the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also includeterms thereof and, unless the context otherwise requiresspecified therein, include all applicable guidance schedules, annexes, addendums, exhibits and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement other documents attached thereto or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including incorporated therein by waiver or consent and all attachments thereto and instruments incorporated thereinreference. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table parties have participated jointly in negotiation and drafting this Agreement. In the event that an ambiguity or a question of contents intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and headings herein are for convenience no presumption or burden of reference only, do not constitute part proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where Agreement. (b) When a reference is made in this Agreement is made to an AnnexArticle, Exhibita Section, Section Exhibit or Schedule, such reference shall be to an AnnexArticle of, Exhibita Section of, Section or an Exhibit or Schedule to to, this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined table of contents and headings contained in the singular have a comparable meaning when used in the plural this Agreement are for reference purposes only and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by affect in any way the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context interpretation of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versaAgreement. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” All terms defined in this Agreement shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term have the defined meanings when used in any Schedule document made or Exhibit but not delivered pursuant hereto unless otherwise defined therein shall have the meaning given to them as set forth in this Agreementtherein. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties The definitions contained in this Agreement that are made applicable to the singular as of a specific date, references to any Law shall be deemed to refer to such Law well as amended as the plural forms of such dateterms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement agreement, instrument or instrument statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers . References to a number of days, such number shall refer Person are also to calendar days unless Business Days are specifiedits permitted successors and assigns. Whenever any action must be taken hereunder on All references to “dollars” or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day“$” means U.S. dollars. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and and, accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) All capitalized terms in this Agreement (including the Exhibits and Schedules hereto) shall have the meanings set forth in Exhibit A hereto, except as otherwise specifically provided herein. Each of the other capitalized terms used in this Agreement has the meaning set forth where such term is first defined or, if no meaning is set forth, the meaning required by the context in which such term is used. (d) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and guidelines, bulletins or policies made in connection therewith; providedprovided that, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (de) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. (g) The Sellers have set forth information in the Sellers Disclosure Schedule in a Section of such Sellers Disclosure Schedule that corresponds to the Section of this Agreement to which it relates. The fact that any item of information is disclosed in any section or subsection of the Sellers Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent based on a plain reading of such disclosure. The headings contained in the Sellers Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Sellers Disclosure Schedule or this Agreement. The Sellers Disclosure Schedule is not intended to constitute, and shall not be construed as, an admission or indication that any such fact or item is required to be disclosed. The Sellers Disclosure Schedule shall not be deemed to expand in any way the scope or effect of any representations, warranties or covenants described in this Agreement. Any fact or item, including the specification of any dollar amount, disclosed in the Sellers Disclosure Schedule shall not by reason only of such inclusion be deemed to be material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement and matters reflected in the Sellers Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected herein and may be included solely for informational purposes; and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in the Sellers Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described or included in the Sellers Disclosure Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business. No disclosure in the Sellers Disclosure Schedule relating to any possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. [Signature Page Follows]

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where When a reference is made in this Agreement is made to an Annex, Exhibit, Section sections or Scheduleexhibits, such reference shall be to an Annex, Exhibit, Section a section of or Schedule exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunderherewith” and words of similar importimport shall, when used in this Agreementunless otherwise stated, shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” All terms defined in this Agreement shall not be exclusive. Currency amounts referenced have the defined meaning contained herein are in U.S. Dollars. Any capitalized term when used in any Schedule document made or Exhibit but not delivered pursuant hereto unless otherwise defined therein shall have the meaning given to them as set forth in this Agreementtherein. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties The definitions contained in this Agreement that are made applicable to the singular as of a specific date, references to any Law shall be deemed to refer to such Law well as amended as the plural forms of such dateterms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent supplemented and all attachments thereto and instruments incorporated therein. (d) Whenever . References to a person are also to its permitted successors and assigns. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or construed as if drafted jointly by the next day that is a Business Day. (e) Each representation, warranty, covenant parties and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of the provisions of this Agreement. Any reference to any statute or law shall be deemed also to refer to any amendments thereto and all rules and regulations promulgated thereunder, unless the context requires otherwise.

Interpretation; Construction. This “Agreement” means this agreement together with all schedules and exhibits hereto (a) The table of contents and headings which are incorporated herein are for convenience of reference onlyby reference), do not constitute part of this Agreement and shall not as the same may from time to time be deemed to limit amended, modified, supplemented or otherwise affect any of restated in accordance with the provisions terms hereof. Where a reference in this Agreement is made to an AnnexUnless the context otherwise requires, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in words importing the singular have a comparable meaning when used in shall include the plural plural, and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, “includes” or “including” are As used in this Agreement, they the term “Knowledge of Sellers” when used to refer to the knowledge of Sellers shall be deemed mean and apply to be followed by the words actual knowledge of the representatives of Sellers set forth on Schedule 12.9. The use in this Agreement of the term “including” means “including, without limitation.” The words “herein”, “hereof,” “herein” and ”, “hereunder” ”, “hereby”, “hereto”, “hereinafter”, and other words of similar import, when used in this Agreement, shall import refer to this Agreement as a whole whole, including the schedules and exhibits, as the same may from time to time be amended, modified, supplemented or restated, and not to any particular provision article, section, subsection, paragraph, subparagraph or clause contained in this Agreement. All references to articles, sections, subsections, clauses, paragraphs, schedules and exhibits mean such provisions of this Agreement and the schedules and exhibits to this Agreement, except where otherwise stated. Each schedule and exhibit delivered pursuant to the terms of this Agreement shall be in writing and shall constitute a part of this Agreement. The word “or” title of and the article, section and paragraph headings in this Agreement are for convenience of reference only and shall not be exclusivegovern or affect the interpretation of any of the terms or provisions of this Agreement. Currency amounts referenced The use herein are of the masculine, feminine or neuter forms shall also denote the other forms, as in U.S. Dollarseach case the context may require. Any capitalized term Accounting terms used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” Any instrument or “in writing” include documents in electronic form Law defined or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement instrument or instrument Law as from time to time amended, modified or supplemented, including (in the case of instruments) by waiver or consent and (in the case of any Law) by succession of comparable successor Laws and includes (in the case of instruments) references to all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given Each reference to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to a “writtenwholly-owned Subsidiary” or “in writingwholly-owned Subsidiaries” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law Person shall be deemed to refer to such Law as amended as include any Subsidiary of such date. Any agreement Person where all of the equity interests of such Subsidiary are directly or instrument referred indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or held by a day that is not a Business Day, then such action may director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be validly taken on or provided by the next day that is a Business DayCompany to Parent or Merger Sub, include documents filed or furnished by the Company with the SEC. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement Agreement, and shall will not be deemed to limit or otherwise affect any of the provisions hereof. of this Agreement. (b) Where a reference in this Agreement is made to an Annex, Exhibit, a Section or Schedule, Exhibit such reference shall will be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (bc) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes,” or “including” are used in this Agreement, Agreement they shall will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” and “hereunder” and words of similar import, import when used in this Agreement, shall Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term when used in any Schedule or Exhibit but this Agreement is not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assignsexclusive. (cd) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties The definitions contained in this Agreement that are made applicable to the singular as of a specific date, references to any Law shall be deemed to refer to such Law well as amended as the plural forms of such date. terms and to the masculine as well as to the feminine and neuter genders of such term. (e) Any agreement Contract, instrument, or statute defined or referred to herein or in any Contract or instrument that is referred to herein means such agreement Contract, instrument, or instrument statute as from time to time amended, modified modified, or supplemented, including including, in the case of Contracts or instruments, by waiver or consent and, in the case of statutes, by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. (df) Whenever this Agreement refers References to a number of days, such number shall refer Person are also to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Dayits permitted successors and permitted assigns. (eg) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit Where this Agreement states that a party “shall,” “will” or “must” perform in some manner it means that the applicability of any other, more general, provisionparty is legally obligated to do so under this Agreement. (fh) The Parties drafted terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub, include documents filed or furnished by the Company with the SEC that are publicly available in the Electronic Data Gathering, Analysis and Retrieval Database of the SEC, documents made available for review by Parent or its Representatives in the ▇▇▇▇▇▇▇▇▇ electronic data room, and documents made available for review by Parent or its Representatives in the Donnelley Financial Solutions Venue electronic data room maintained by the Company in connection with the transactions contemplated by this Agreement, in each case, prior to the date of this Agreement. (i) The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement will be construed as if drafted jointly through by the exchange of drafts hereofparties, so and no presumption or burden of proof will arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement. (j) All references herein to “dollars” or “$” will mean U.S. dollars.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall will not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an a Section Exhibit or Annex, Exhibit, Section or Schedule, such reference shall will be to an Annex, Exhibit, a Section of or Schedule Exhibit or Annex to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The word “will” shall be construed to have the same meaning as the word “shall.” All pronouns and all variations thereof will be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person may require. The term “or” is not exclusive. The words “hereof,” “herein” and “hereunder” and words of similar import, when like import used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “orWriting,” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in writing” include documents in electronic form or transmission by emaila visible form. A Where a reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement is made to any agreement (including this Agreement), Contract, statute or Law, such references are to, except as context may otherwise require, the agreement, Contract, statute or Law include the rules and regulations promulgated thereunder, in each case as amended, re-enactedmodified, consolidated supplemented, restated or replaced from time to time (in the case of an agreement or Contract, to the extent permitted by the terms thereof); and to any section of any statute or Law including any successor to the section and, in the case of any such amendmentstatute, re-enactment, consolidation any rules or replacement, reference herein regulations promulgated thereunder. All references to a particular provision shall be read as referring to such amended, re-enacted, consolidated “dollars” or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained “$” in this Agreement that are made as of a specific date, to United States dollars. All references to any Law shall “days” will be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless otherwise indicated as a “Business Days are specified. Whenever Day.” Except as otherwise expressly provided in this Agreement or under applicable Law, including as it relates to the calculation of the Offer period: (i) when calculating the period of time prior to which, within which or following which any act is to be done or step taken pursuant hereto, (A) the date that is the reference date in calculating such period shall be excluded and (B) if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day and (ii) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. The phrases “made available” and “delivered,” when used in reference to anything made available to Parent, Merger Sub or any of their respective Representatives prior to the execution of this Agreement, shall be deemed to include information or documents (i) uploaded to the virtual Data Room hosted by DataSite or (ii) filed with the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the SEC, in each case no less than one (1) day prior to the date of this Agreement. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (fb) The Parties drafted parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement will be construed as if drafted jointly through by the exchange of drafts hereofparties, so and no presumption or burden of proof will arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement. (c) The mere inclusion of any item in any section or subsection of the Company Disclosure Schedule as an exception to any representation or warranty or otherwise (i) will not be deemed to constitute an admission by the Company, or to otherwise imply, that any such item has had or would reasonably be expected to have a Company Material Adverse Effect or otherwise represents an exception or material development, fact, change, event, effect, occurrence or circumstance for the purposes of this Agreement, or that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement, (ii) shall not constitute, or be deemed to constitute or be deemed to be, an admission of liability or obligation concerning such matter, nor an admission against the interests of the Company or its Affiliates, (iii) does not represent a determination by the Company that such item did not arise in the Ordinary Course and (iv) shall not constitute evidence that any information was required to be disclosed in the Company Disclosure Schedule. Headings inserted in the sections or subsections of the Company Disclosure Schedule are for convenience of reference only and will not have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement.

Interpretation; Construction. (a) When a reference is made in this Agreement to a Section, clause, Annex, Exhibit or Section of a disclosure letter, such reference shall be to a Section or clause of or Annex or Exhibit or Section of a disclosure letter to this Agreement unless otherwise indicated. The table of contents and headings herein contained in this Agreement are for convenience reference purposes only and shall not affect in any way the meaning or interpretation of reference onlythis Agreement. The phrase “the date of this Agreement” and terms of similar import, do not constitute part shall be deemed to refer to the date first written above. Whenever the content of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annexpermits, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders neuter genders, and vice versaa reference to singular or plural shall be interchangeable with the other. (b) References to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any Law or statute are to that Law or statute, as amended from time to time, and to the rules and regulations promulgated thereunder. References to “$” and “dollars” are to the currency of the United States. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole (including any disclosure letters delivered herewith) and not merely to the specific Section, paragraph or clause in which such word appears. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “orextent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to mean “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assignsif”. (c) Except as otherwise specifically provided hereinThe parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read construed as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or if drafted jointly by the next day that is a Business Day. (e) Each representationparties, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement. (d) No summary of this Agreement or any Exhibit attached hereto or Section of a disclosure letter delivered herewith prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement or any such Exhibit or Section of a disclosure letter. (e) Subject to the introductory language to Article III and Article IV, each party to this Agreement has or may have set forth information in its respective disclosure letter in a Section of such disclosure letter that corresponds to the Section of this Agreement to which it relates. The fact that any item of information is disclosed in a disclosure letter to this Agreement shall not constitute an admission by such party that such item represents a material exception or material fact, event or circumstance or that such item would have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or that the disclosure thereof be construed to mean that such information is required to be disclosed by this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Article, Section or Schedule, such reference shall be to an Annex, Exhibit, Article, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and guidelines, bulletins or policies made in connection therewith; provided, that for purposes of any representations and warranties contained set forth in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties This Agreement has been drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party party hereto by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement Agreement, and shall will not be deemed to limit or otherwise affect any provision of the provisions hereof. this Agreement. (b) Where a reference in this Agreement is made to an Annex, Exhibit, a Section or Schedule, Exhibit such reference shall will be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (bc) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes,” or “including” are used in this Agreement, Agreement they shall will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” and “hereunder” and words of similar import, import when used in this Agreement, shall Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term when used in any Schedule or Exhibit but this Agreement is not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assignsexclusive. (cd) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties The definitions contained in this Agreement that are made applicable to the singular as of a specific date, references to any Law shall be deemed to refer to such Law well as amended as the plural forms of such date. terms and to the masculine as well as to the feminine and neuter genders of such term. (e) Any agreement Contract, instrument, or statute defined or referred to herein or in any Contract or instrument that is referred to herein means such agreement Contract, instrument, or instrument statute as from time to time amended, modified modified, or supplemented, including including, in the case of Contracts or instruments, by waiver or consent and, in the case of statutes, by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. (df) Whenever this Agreement refers References to a number of days, such number shall refer Person are also to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Dayits permitted successors and permitted assigns. (eg) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit Where this Agreement states that a Party “shall,” “will” or “must” perform in some manner it means that the applicability of any other, more general, provisionParty is legally obligated to do so under this Agreement. (fh) The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub, include documents filed or furnished by the Company with the SEC that are publicly available in the Electronic Data Gathering, Analysis and Retrieval Database of the SEC and documents made available for review by Parent or its Representatives in the Project Domus electronic data room hosted on the ▇▇▇▇▇▇▇ DatasiteOne platform in connection with the transactions contemplated by this Agreement, in each case, at least three (3) Business Days prior to the date of this Agreement. (i) The Parties drafted have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement will be construed as if drafted jointly through by the exchange of drafts hereofParties, so and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. (j) All references herein to “dollars” or “$” will mean U.S. dollars.

Interpretation; Construction. (a) The headings and captions used in this Agreement, in any Schedule or Exhibit hereto, in the table of contents and headings herein or in any index hereto are for convenience of reference only, only and do not constitute a part of this Agreement and shall not be deemed to limit limit, characterize or otherwise in any way affect any provision of this Agreement or any Schedule or Exhibit hereto, and all provisions of this Agreement and the provisions hereofSchedules and Exhibits hereto shall be enforced and construed as if no caption or heading had been used herein or therein. Where a reference Any capitalized terms used in any Schedule or Exhibit attached hereto and not otherwise defined therein shall have the meanings set forth in this Agreement. Each defined term used in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the its plural and vice versaor singular form. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by use of the word “otherincluding” herein shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of actsmean “including without limitation” and, matters or things. Unless unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”otherwise required, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereofneither,” “hereinnor” “any” “either” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced The parties hereto intend that each representation, warranty and covenant contained herein are in U.S. Dollarsshall have independent significance. Any capitalized term used If any Party has breached any representation, warranty or covenant contained herein in any Schedule respect, the fact that there exists another representation, warranty or Exhibit but covenant relating to the same subject matter (regardless of the relative levels of specificity) which such Party has not otherwise defined therein breached shall not detract from or mitigate the fact that such Party is in breach of the first representation, warranty or covenant. The Parties have participated jointly in the meaning given to them as set forth in negotiation and drafting of this Agreement. All accounting terms used herein and not expressly defined herein shall have In the meanings given to them under GAAP. References to “written” event an ambiguity or “in writing” include documents in electronic form question of intent or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided hereininterpretation arises, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read construed as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or if drafted jointly by the next day that is a Business Day. (e) Each representation, warranty, covenant Parties and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Article, Section, Schedule, Exhibit or Annex, Exhibit, Section or Schedule, such reference shall be to an AnnexArticle of, Exhibita Section of, Section a Schedule to, an Exhibit to or Schedule Annex to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words term “hereof,knowledge of Yankees” shall be deemed to mean the knowledge of any individual set forth on Schedule II after reasonable inquiry. The term “hereinknowledge of Braves” and “hereunder” and words shall be deemed to mean the knowledge of similar import, when used any individual set forth on Schedule III after reasonable inquiry. (b) Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall refer mean United States (U.S.) dollars, “$” refers to this Agreement United States dollars and all payments hereunder shall be made in United States dollars by wire transfer in immediately available funds to such account as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have been specified in writing by the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assignsrecipient thereof. (c) Except as otherwise specifically provided hereinThe Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read construed as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or if drafted jointly by the next day that is a Business Day. (e) Each representationParties, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. (i) All references in this Agreement to “the date hereof” or the “the date of this Agreement” shall refer to the Original Execution Date, (ii) the date on which the representations and warranties set forth in Article III are made by Braves, Yankees or Yankees Merger Sub shall not change as a result of the execution of this Agreement and shall be made as of such dates as they were in the Original Merger Agreement and (iii) each reference to “this Agreement” or “herein” in the representations and warranties set forth in Article III insofar as they pertain to Braves, Yankees or Yankees Merger Sub shall refer to “the Original Merger Agreement”, in each of cases (i), (ii) and (ii), unless expressly indicated otherwise in this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “"include”, “," "includes” " or “"including” " are used in this Agreement, they shall be deemed to be followed by the words “"without limitation.” " (b) The words “"hereof,” “" "herein” " and “"hereunder” " and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references The word "extent" and the phrase "to the extent" used in this Agreement shall mean the degree to any Law include the rules which a subject or other thing extends, and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated such word or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision phrase shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated thereinnot mean simply "if". (d) Whenever The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or construed as if drafted jointly by the next day that is a Business Day. (e) Each representationParties, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. (e) The rule known as the ejusdem generis rule shall not apply, and, accordingly, general words introduced by the word "other" shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. (f) Each Party has or may have set forth information in its respective Disclosure Letter in a section thereof that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in a Disclosure Letter to this Agreement shall not be construed to mean that such information is required to be disclosed by this Agreement. (g) The definitions contained in this Agreement are applicable to the singular as well as the plural form of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

Interpretation; Construction. (a) The table of contents contents, articles, titles and headings to sections herein are inserted for convenience of reference onlyonly and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Except as otherwise indicated, do not constitute all references in this Agreement to “Articles”, “Sections” and “Exhibits” are intended to refer to Articles and Sections of this Agreement and Annexes and Exhibits to this Agreement. The Annexes and Exhibits referred to herein shall be construed with and as an integral part of this Agreement and to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Annex or Exhibit but not otherwise defined therein shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference defined as set forth in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless the context otherwise indicatedrequires. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context For purposes of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words Agreement: (i) “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words ”; (ii) “hereof,” ”, “herein”, “hereby”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word ; (iii) “extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”; (iv) “Dollars” and “U.S.$” shall mean United States Dollars, “RMB” shall mean Renminbi, currency of the P.R.C.; (v) the singular includes the plural and vice versa; (vi) reference to a gender includes the other gender; (vii) “any” shall mean “any and all”; (viii) “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term is used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to inclusive sense of “written” or “in writing” include documents in electronic form or transmission by email. A and/or”; (ix) reference to any Person includes agreement, document or instrument means such Person’s successors agreement, document or instrument as amended, supplemented and permitted assigns. modified in effect from time to time in accordance with its terms; (cx) Except as otherwise specifically provided herein, all references in this Agreement reference to any Law include the means such Law as amended from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time ; and in the case of any such amendment, re-enactment, consolidation or replacement, (xi) a reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law P.R.C. governmental authority or department shall be deemed to refer to include such Law as amended as of such date. Any agreement authority or instrument referred to herein means such agreement department at central, provincial, municipal and other levels and their successor authority or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated thereindepartment. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section a section or Scheduleexhibit, such reference shall be to an Annex, Exhibit, Section a section of or Schedule exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one . Such exhibits are an integral part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versaas if fully set forth herein. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word term “ormade available” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule and words of similar import means that the relevant documents, instruments or Exhibit but not otherwise defined therein shall have materials were either (i) posted and made available to the meaning given to them as set forth in other party or its designated Representatives on the Intralinks due diligence data site maintained by the Company for purposes of the transaction(s) contemplated by this Agreement. All accounting terms used herein and not expressly defined herein shall have , (ii) sent to the meanings given other party or its representatives directly, or (iii) publicly available by virtue of the relevant party’s filing of a publicly available final registration statement, prospectus, report, form, schedule or definitive proxy statement filed with the SEC pursuant to them under GAAP. References to “written” the Securities Act or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunderExchange Act, in each case as amendedcase, re-enactedat least five (5) Business Days prior to the date hereof or such prior date with respect to which such documents, consolidated instruments or replaced from time materials were represented by a party to time have been made available to the other party. The words “shall” and in “will” have the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewithsame meaning; provided, that for purposes this sentence shall not apply to the portions of any representations Section 7.1(c), Section 7.2(e), Section 7.3(c) and warranties contained in Exhibit H describing the levels of comfort required with respect to the various tax opinions contemplated by this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated thereinAgreement. (db) Whenever The parties hereto have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or construed as if drafted jointly by the next day that is a Business Day. (e) Each representationparties hereto, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement. (c) Subject to the first paragraphs of Sections 5.1 and 5.2, respectively, each of the Company, EFIH, Parent and each of the Merger Subs has, or may have, set forth information in its respective Disclosure Letter in a section thereof that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in a Disclosure Letter to this Agreement shall not be construed to mean that such information is required to be disclosed by this Agreement.

Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or ScheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or Schedule Exhibit to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “date hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision the date of this Agreement. The word “orextent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The words “made available to Parent” and words of similar import refer to documents posted to the ▇▇▇▇▇▇▇ DataSite by or on behalf of the Company on or prior to December 8, 2015. All pronouns and all variations thereof shall be exclusivedeemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person may require. Currency amounts referenced herein Where a reference in this Agreement is made to any agreement (including this Agreement), contract, statute or regulation, such references are to, except as context may otherwise require, the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in U.S. Dollarsthe case of an agreement or contract, to the extent permitted by the terms thereof); and to any section of any statute or regulation including any successor to the section and, in the case of any statute, any rules or regulations promulgated thereunder. Any capitalized term used All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “days” shall be to calendar days unless otherwise indicated as a “Business Day.” (b) Each party hereto has or may have set forth information in its respective disclosure letter (each, a “Disclosure Letter”) in a section thereof that corresponds to the section of this Agreement to which it relates. The mere inclusion of any item in any Schedule section or Exhibit but subsection of any party’s Disclosure Letter as an exception to any representation or warranty or otherwise shall not, in and of itself, be deemed to constitute an admission by the applicable party, or to otherwise imply, that any such item (i) has had or is reasonably likely to have a Company Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, (ii) did not otherwise defined therein arise in the ordinary course of business or in a manner consistent with past practice or (iii) meets or exceeds a monetary or other threshold specified for disclosure in this Agreement. Inclusion of any item in a Disclosure Letter shall not constitute, or be deemed to be, an admission by any party to any third party of any matter whatsoever (including any violation of applicable Law or breach of Contract), nor shall it be deemed to establish a standard for materiality or a Company Material Adverse Effect. Matters disclosed in any section or subsection of a party’s Disclosure Letter 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 necessarily include other matters of a similar nature or impose any duty or obligation to 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. Headings inserted in the sections or subsections of any party’s Disclosure Letter are for convenience of reference only and shall not have the meaning given to them effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. (a) Each Party acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of said independent counsel. Each Party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged between the Parties shall be deemed the work product of the Parties and may not be construed against any Party by reason of its preparation. Accordingly, any rule of Law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted it is of no application and is hereby expressly waived. (b) All references in this Agreement to Articles, Sections and clauses refer to the corresponding Articles, Sections and clauses of this Agreement unless expressly provided otherwise. The table headings appearing at the beginning of contents and headings herein any Articles, Sections or clauses of this Agreement are for convenience of reference only, do not constitute any part of this Agreement such Articles, Sections, or clauses and shall not be deemed to limit or otherwise affect any of disregarded in construing the provisions hereoflanguage contained therein. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereofthis Agreement,” “herein,” “hereby,” “hereunder” and “hereunderhereof” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision subdivision unless expressly so limited. The words “this Article,” “this Section,” “this clause” and words of this Agreementsimilar importance, refer only to the Article, Section or clause hereof in which such words occur. The word “orincluding” (in its various forms) means “including, without limitation.” Unless the context otherwise requires, all defined terms contained herein shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term include the singular and plural and the conjunctive and disjunctive forms of such defined terms, and shall have the defined meanings when used in any Schedule document made or Exhibit but not delivered pursuant hereto unless otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPtherein. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s include the successors and permitted assigns. (c) Except as assigns of that Person. When calculating the period of time before which, within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. Unless the context otherwise specifically provided hereinrequires, all references in this Agreement to a specific time shall refer to Washington, D.C. time. References to any applicable Law include the rules and regulations promulgated thereunder, in each case refer to such applicable Law as amended, re-enactedmodified, consolidated supplemented or replaced from time to time and (and, in the case of statutes, includes any rules and regulations promulgated under such amendment, re-enactment, consolidation or replacement, reference herein statute) and references to a particular provision shall be read as referring any section of any Law include any successor to such amended, re-enacted, consolidated or replaced provision and shall also includesection, unless otherwise specifically indicated. Unless the context otherwise requires, all applicable guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to days means calendar days. Unless otherwise specifically indicated, any Law shall be deemed reference herein to refer to such Law as amended as of such date. Any agreement “dollar(s)” or instrument referred to herein “$” means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated thereinU.S. dollars. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision. (f) The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.