Common use of Interpretation; Construction Clause in Contracts

Interpretation; Construction. (a) Unless the context of this Agreement otherwise requires: (i) (A) words of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular number, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

Interpretation; Construction. (a) Unless the context of this Agreement otherwise requires: : (i) (A) words of any gender include each other gender and neutral neuter form; (Bii) words using the singular or plural number also include the plural or singular number, respectively; (Ciii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (Dv) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annexor Schedule, Exhibitas the case may be, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses clauses, respectively, of the section or subsection in this Agreement in which the reference occurs; (Evi) the word words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and ;” (Fvii) the word “or” shall be disjunctive but not exclusive; (viii) the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. (iib) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions);. (iiic) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and. (ivd) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (be) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent intent. The Parties acknowledge that each Party and no its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of strict construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applied against any party heretoapplicable to the construction or interpretation of this Agreement. (cf) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (eg) All monetary figures accounting terms used herein and not expressly defined herein shall be in United States dollars have the meanings given to them under GAAP unless the context otherwise specifiedrequires.

Interpretation; Construction. (a) Unless the context of this Agreement otherwise requires: (ia) (A) words of any gender include each other gender and neutral neuter form; (B) words using the singular or plural number also include the plural or singular number, respectively; (C) derivative forms of defined terms will have correlative meanings; (D) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (DE) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule Exhibit or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (EF) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (FG) the word “or” shall be disjunctive but not exclusive; (iib) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iiic) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (ivd) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (be) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent intent. The Parties acknowledge that each Party and no its attorney has reviewed and participated in the drafting of this Agreement and that any rule of strict construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applied against any party heretoapplicable to the construction or interpretation of this Agreement. (cf) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (dg) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (eh) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. (i) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires. (j) All monetary figures shall be in United States dollars unless otherwise specified.

Interpretation; Construction. (a) Unless the context of this Agreement Except as otherwise requires: expressly provided herein: (i) (A) words in instances in which a word or phrase is defined herein, each of any gender include each the other gender and neutral formgrammatical forms of such word or phrase, respectively, has a correlative meaning; (B) words using the singular or plural number also include the plural or singular number, respectively; (Cii) the terms “hereof,” “herein,” “hereunder,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or words of import similar words to any of the foregoing are to be construed to refer to this entire Agreement as a whole and not to any particular provision of this Agreement; (Diii) the terms a reference herein to an “Article,” “Section,” “Annexparagraph,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer preamble, or recital is a reference to the specified Articlean article, Sectionsection, Annexparagraph, Exhibitexhibit, Schedule schedule, preamble, or Disclosure Schedule recital, respectively, of or to this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occursAgreement; (Eiv) the word words “include,” “includes,” and “including” shall be as used herein are deemed to be followed by the phrase words “without limitation,” and the canon of construction ejusdem generis is not to be applied with respect to the construction thereof; (Fv) the word term “orDollars” shall be disjunctive but and the symbol “$” mean United States dollars; and (vi) all accounting terms used herein and not exclusive;defined herein have the respective meanings given to them under GAAP. (iib) references Unless otherwise expressly provided herein: (i) any reference to Contracts a Contract (including this Agreement) and all other documents or Laws shall be deemed to include references contractual instruments is a reference to such Contract or Law instrument (including all exhibits, schedules, annexes, indices, appendices, and other attachments thereto) as amended, supplemented the same might be amended or otherwise modified from time to time in accordance with its terms and the terms hereofthereof; except that the rule of construction set forth in this clause (i) does not apply to Contracts that are listed or that are required to be listed in any Disclosure Schedule; and (ii) any reference to a Law is a reference to all statutory and regulatory provisions consolidating, as applicableamending, and in effect at any given time (andreplacing, in the case of any Law, to any successor provisions); (iii) references to any federal, state, localsupplementing, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to interpreting such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party heretoLaw. (c) Whenever this Agreement refers If a Person has an obligation hereunder to not permit or to not cause an Entity from taking a number specified action, then: (i) to the extent that such Person is capable of daysexercising control of such Entity with respect to such specified action or with respect to the actions of such Entity generally, such number shall refer Person is deemed to calendar days unless Business Days are specifiedhave a concurrent obligation to cause such Entity to cease taking such specified action (if applicable) and to refrain from taking such specified action; and (ii) to the extent that such Person is not capable of exercising control of such Entity with respect to such specified action, such Person is deemed to have an obligation not to vote or consent to an action that is inconsistent with such obligation (as if such Person were capable of exercising control of such Entity with respect to such specified action). If any action is a Person has an obligation hereunder to be taken or given on or by cause an Entity to take a particular calendar dayspecified action, and then, to the extent that such calendar day Person is not a Business Daycapable of exercising control of such Entity with respect to such specified action, then such Person is deemed to have an obligation not to vote or consent to an action may be deferred until the next Business Daythat is inconsistent with such obligation (as if such Person were capable of exercising control of such Entity with respect to such specified action). (d) The word term “control,” as used with respect to any Person, means the extent” shall mean power to direct the degree to which a subject management and policies of such Person, directly or other thing extendsindirectly, and such phrase shall not mean simply “ifwhether through the ownership of voting Securities, by Contract, or otherwise.” (e) All monetary figures shall Except as otherwise provided herein, if a Party is expressly or impliedly entitled to exercise discretion hereunder or any rights hereunder, then such Party is permitted to exercise such discretion and rights in such Party’s sole discretion, without considering the interests of any other Person. (f) The Parties have participated jointly in the negotiation and drafting hereof, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party by virtue of the authorship hereof is not to affect the construction and interpretation hereof. (g) Each Party acknowledges that the recitals are included for informational purposes and do not constitute part of the agreement between the Parties (other than with respect to setting forth certain definitions). Without limiting the generality of the immediately foregoing sentence, the inclusion of the recitals do not constitute representations or acknowledgments by any Party that any of the circumstances described in United States dollars unless otherwise specifiedthe recitals exists, existed, or will exist or that any of the events in the recitals has occurred or will occur. The foregoing sentences set forth in this Section 8.13(g) will not limit or modify any representation or acknowledgment that any Party is making hereunder. (h) With respect to each Contract to which any Company Entity is a party (or by which any assets of any Company Entity are bound) for which payments are not or are not required to be paid in Dollars, such payments or required payments are to be calculated in a manner consistent with GAAP. For purposes of determining the applicability of the Dollar thresholds set forth in Section 7.3, the amount of Losses incurred other than in Dollars are to be calculated in a manner consistent with the manner in which such Losses would be recorded on the consolidated balance sheet of the Indemnified Party with respect to such Loss if prepared in accordance with GAAP, consistent with past practices.

Interpretation; Construction. (a) Unless the context of In this Agreement Agreement, unless otherwise requires: indicated, (i) references to articles, sections (A) words or subdivisions of any gender include each other gender and neutral form; (B) words using the singular sections), recitals, preambles, schedules or plural number also include the plural or singular number, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer exhibits are to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule those of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; Agreement, (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include uses of the singular of a term defined collectively are references to such Contract or Law as amendedsingular item and uses of the plural of a term defined singularly are references to the collection of such items, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federalgovernmental rules shall be construed to include any and all amendments, statemodifications, localsupplements thereto or restatements or replacements thereof enacted or implemented subsequent to the date hereof, (iv) references to a number of securities or foreign statute or Law Shares, such numbers shall be appropriately adjusted to reflect any recapitalization, (v) references to agreements and other contractual instruments shall be deemed to include all regulations promulgated thereunder; and appendices, schedules, exhibits, annexes and attachments attached thereto and all subsequent amendments, restatements and other modifications to such agreements, (ivvi) references to any Person include references to such Person’s permitted successors and permitted assigns, (vii) the words “herein,” “hereof,” and in “hereunder” or other words of similar import refer to this Agreement as a whole, including the case of any Governmental Authorityexhibits hereto, as the same may from time to time be amended, modified or supplemented, and not to any Person succeeding particular article, section, subsection or clause contained in this Agreement, (viii) the term “including” shall not be limiting or exclusive, unless specifically indicated to its functions the contrary and capacities(ix) references to “dollars” or “$” are to U.S. dollars. (b) The language used in preamble and recitals of this Agreement are hereby incorporated by reference and shall be deemed construed for all purposes as being part of this Agreement, and each applicable party represents to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party heretoaccuracy. (c) Whenever this This Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or has been negotiated and drafted jointly by a particular calendar daythe respective parties hereto and their attorneys, and such calendar day is the language hereof will not a Business Day, then such action may be deferred until the next Business Dayconstrued for or against either party. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

Interpretation; Construction. (a) Unless the context The table of this Agreement otherwise requires: (i) (A) words contents and headings herein are for convenience of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular numberreference only, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule do not constitute part of this Agreement and references shall not be deemed to “paragraphs” limit or “clauses” otherwise affect any of the provisions of this Agreement. When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to separate paragraphs an Article or clauses of Section of, or an Exhibit to, this Agreement, unless otherwise indicated. Whenever the section or subsection in which the reference occurs; (E) the word words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and (F) the word “orhereunder” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case words of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language similar import when used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers as a whole and not to a number any particular provision of days, such number shall refer to calendar days unless Business Days are specifiedthis Agreement. If any action is to be taken or given on or by a particular calendar day, and such calendar day The term “or” is not a Business Day, then such action may be deferred until the next Business Day. (d) 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 mean simply “if.”” All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined, or except as otherwise provided, therein. Words in this Agreement describing the singular number shall be deemed to include the plural and vice versa, and words in this Agreement denoting any gender shall be deemed to include all genders. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. When used in Sections 4.1, 5.1, 6.2 and 7.4, the term “material” shall be construed as referring to being material to the Company and its Subsidiaries taken as a whole. (eb) All monetary figures 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 to this Agreement has or may have set forth information in United States dollars unless otherwise specifiedits 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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively; (C) “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or Article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” ,” the words “shall” and “will” denote a directive and obligation (e) All monetary figures and not an option), the use of the words “or,” “either” and “any” shall not be exclusive (and the phrase “and/or,” where used, is used for emphasis only), any reference to “writing” or comparable expressions includes a reference to email or comparable means of communication, any reference to a Law shall include any rules and regulations promulgated thereunder, and shall mean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of a Person shall be in United States dollars 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, include documents filed or furnished by the Company with the SEC or uploaded to the virtual data room hosted by Intralinks titled Project Bullseye at least twenty-four (24) hours prior to the date hereof. The word “day,” unless otherwise indicated, shall be deemed to refer to a calendar day. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day.

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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively; (C) “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ,” 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. Each reference to a “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of a Person shall be in United States dollars unless otherwise specifieddeemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary is 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, include documents filed or furnished by the Company with the SEC.

Interpretation; Construction. (a) Unless The table of contents, articles, titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the context meaning or interpretation of this Agreement. Except as otherwise indicated, all references in this Agreement otherwise requires: (i) (A) words of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular numberto “Articles”, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,Sections” and “Disclosure ScheduleExhibits” are intended to refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule Articles and Sections of this Agreement and references Schedules and Exhibits to “paragraphs” or “clauses” this Agreement. The Exhibits referred to herein shall be construed with and as an integral part of this Agreement to separate paragraphs or clauses the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement unless the context otherwise requires. (b) For purposes of the section or subsection in which the reference occurs; this Agreement: (Ei) the word “include,” “includes” and or “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; ”; (ii) references “hereof,” “herein”, “hereby”, “hereto” and “hereunder” shall refer to Contracts (including this Agreement as a whole and not to any particular provision of this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); ; (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and “extent” in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word phrase “to the extent” shall mean the degree to which a subject or other thing extends, item extends and such phrase shall not simply mean simply “if.” ; (eiv) All monetary figures “Dollars” and “U.S.$” shall be in mean United States dollars unless otherwise specifiedDollars; (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” is used in the inclusive sense of “and/or”; (ix) reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented and modified in effect from time to time in accordance with its terms; (x) “Transferred”, “Transferring” and “Transferee” shall each have a correlative meaning to the term “Transfer”; and (xi) reference to any Law means such Law as amended from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder.

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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively; (C) “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ,” 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 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 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 Subs, include documents provided directly to Parent’s legal counsel, filed or furnished by the Company with the SEC or in United States dollars unless otherwise specifiedthe virtual data room titled “Project Vista” located at Intralinks (the “Virtual Data Room”) at least 24 hours prior to the date hereof.

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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively; (C) “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement shall refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” Agreement as a whole and “Disclosure Schedule” refer not any particular section or article in which such words appear and any reference to the specified Articlea Law shall include any rules and regulations promulgated thereunder, Section, Annex, Exhibit, Schedule or Disclosure Schedule of and any reference to any Law in this Agreement and references shall mean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “paragraphswholly-owned Subsidiary” or “clauseswholly-owned Subsidiaries” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws a Person shall be deemed to include references to any Subsidiary of such Contract Person where all of the equity interests of such Subsidiary are directly or Law as amendedindirectly owned by such Person (other than directors qualifying shares, supplemented nominee shares or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, other equity interests that are required by law or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed regulation to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or held by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Daydirector or nominee). (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

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 a Section, Exhibit, Article, or Schedule, such reference shall be to a Section of, Exhibit to, Article of, or Schedule of this Agreement unless otherwise indicated. Unless the context of this Agreement otherwise requires: , or as expressly indicated otherwise: (i) (A) words of any gender include each references herein to an agreement, instrument, or other gender document means such agreement, instrument, or other document as amended, supplemented, and neutral formmodified from time to time to the extent permitted by the provisions thereof; (Bii) references herein to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; (iii) whenever the words using “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (iv) use of the word “or” is not exclusive: (v) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and does not simply mean “if”; (vi) a reference in this Agreement to $ or dollars is to U.S. dollars; (vii) the definitions of terms herein shall apply equally to the singular or and plural number also include forms of the plural or singular number, respectivelyterms defined; (Cviii) the terms words “hereof,” “herein,” “hereby,” “hereto,” “herewith,” and “hereunder” and derivative or words of similar words import when used in this Agreement shall refer to this entire Agreement as a whole and not to any particular provision of this Agreement; and (Dix) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphsmade available” or “clausesprovided to” shall be (or words of similar import) when referring to separate paragraphs any document or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed information being made available by the phrase “without limitation,” and Company to Parent or Merger Sub shall mean posted to the Data Room at least two (F2) Business Days prior to the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including date of this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used 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 deemed to be the language chosen construed as if drafted jointly by the Parties to express their mutual intent parties, and no rule presumption or burden of strict construction proof shall be applied against arise favoring or disfavoring any party heretoby virtue of the authorship of any provision of this Agreement. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

Interpretation; Construction. (a) Unless The table of contents, articles, titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the context meaning or interpretation of this Agreement. Except as otherwise indicated, all references in this Agreement otherwise requires: (i) (A) words of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular numberto “Articles”, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,Sections” and “Disclosure ScheduleExhibits” are intended to refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule Articles and Sections of this Agreement and references Schedules and Exhibits to “paragraphs” or “clauses” this Agreement. The Exhibits referred to herein shall be construed with and as an integral part of this Agreement to separate paragraphs or clauses the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement unless the context otherwise requires. (b) For purposes of the section or subsection in which the reference occurs; this Agreement: (Ei) the word “include,” ”. “includes” and or “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; ”; (ii) references “hereof”, “herein”, “hereby”, “hereto” and “hereunder” shall refer to Contracts (including this Agreement as a whole and not to any particular provision of this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); ; (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and “extent” in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word phrase “to the extent” shall mean the degree to which a subject or other thing extends, item extends and such phrase shall not simply mean simply “if.” ; (eiv) All monetary figures “Dollars” and “U.S.$” shall be in mean United States dollars unless otherwise specifiedDollars; (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” is used in the inclusive sense of “and/or”; (ix) reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented and modified in effect from time to time in accordance with its terms; (x) reference to any Law means such Law as amended from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder; and (xi) a reference to any P.R.C. governmental authority or department shall include such authority or department at central, provincial, municipal and other levels and their successor authority or department.

Interpretation; Construction. (a) The headings contained 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. Unless the context of this Agreement otherwise clearly requires: , (ia) references made in this Agreement to a Section or Article shall be to a Section or Article, respectively, of this Agreement, (Ab) references to the plural include the singular, and references to the singular include the plural, (c) words used herein, regardless of the gender specifically used, shall be deemed and construed to include any gender include each other gender gender, masculine, feminine or neuter, as the context requires, (d) the words “include,” “includes” and neutral form; “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation,” (B) words using the singular or plural number also include the plural or singular number, respectively; (Ce) the terms “hereof,” “herein,” “herebyhereunder,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement refer to this entire Agreement as a whole and not to any particular provision of this Agreement; , (Df) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,day” and “Disclosure Scheduledays” mean and refer to calendar day(s), (g) the specified Articleterms “year” and “years” mean and refer to calendar year(s), Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to (h) the term “paragraphsdollar” or “clauses$” shall be to separate paragraphs or clauses means lawful currency of the section or subsection in which the reference occurs; United States, (Ei) the word terms “include,” writing”, “includeswritten” and “including” shall be deemed comparable terms refer to be followed by the phrase “without limitation,” printing, typing and other means of reproducing words (Fincluding electronic media) the word “or” shall be disjunctive but not exclusive; in a visible form, (iij) references to Contracts any Person include the successors and permitted assigns of that Person and (k) references from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise set forth herein, any reference in this Agreement to (i) any document, instrument or agreement (including this Agreement) (A) includes and incorporates all exhibits, schedules and other documents attachments thereto, (B) includes all documents, instruments or Laws shall be deemed agreements issued or executed in replacement thereof and (C) means, subject to include references to the other terms of this Agreement, such Contract document, instrument or Law agreement, or replacement or predecessor thereto, as amended, modified or supplemented or modified from time to time in accordance with its terms and the terms hereofin effect at any given time, and (ii) a particular law or statute means such law or statute as applicableamended, modified, supplemented or succeeded, from time to time and in effect at any given time (andtime, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include and all rules and regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors . The parties have participated jointly in negotiating and permitted assignsdrafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed to be the language chosen construed as if drafted jointly by the Parties to express their mutual intent parties, and no rule presumption or burden of strict construction proof shall be applied against arise favoring or disfavoring any party heretoby virtue of the authorship of any provision of this Agreement. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

Interpretation; Construction. (a) Unless the context of The term "Agreement" means this Agreement otherwise requires: (i) (A) together with all Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The use in this Agreement of the term "including" means "including, without limitation," the words "herein," "hereof," "hereunder," "hereby," "hereto," "hereinafter," and other words of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular number, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words import refer to this entire Agreement; (D) Agreement as a whole, including the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” Schedules and “Disclosure Schedule” refer Exhibits, as the same may from time to the specified time be amended, modified, supplemented or restated, and not to any particular Article, Section, Annexsubsection, Exhibitparagraph, Schedule subparagraph or Disclosure Schedule clause contained in this Agreement. All reference to Articles, Sections, Subsections, clauses, paragraphs, Schedules and Exhibits mean such provisions of this Agreement and references the Schedules and Exhibits attached to “paragraphs” this Agreement, except where otherwise stated. The title of and the Article, Section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or “clauses” shall be to separate paragraphs or clauses affect the interpretation of any of the section terms or subsection provisions of this Agreement; the use herein of the masculine, feminine or neuter forms shall also denote the other forms, as in which each case the reference occurscontext may require; (E) the word “include,” “includes” and “including” where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to be followed by modify, limit or restrict in any manner the phrase “without limitation,” and (F) construction of the word “or” shall be disjunctive but not exclusive; (ii) references general statement to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) which it relates. The language used in this Agreement shall be deemed to be the language has been chosen by the Parties parties to express their mutual intent intent, and no rule of strict construction shall be applied against any party heretoparty. Accounting terms used but not otherwise defined herein shall have the meanings given to them under GAAP. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

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 a Section or Exhibit, such reference shall be to a Section of or 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). 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. The term “or” is not exclusive and shall mean “and/or”, unless the context otherwise requires: (i) (A) . The words of any gender include each other gender and neutral form; (B) “includes” or “including” shall mean “including without limitation,” the words using the singular or plural number also include the plural or singular number, respectively; (C) the terms “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ,” 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. 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, include documents filed or furnished by the Company with the SEC or provided at least 24 hours prior to the execution of this Agreement in United States dollars unless otherwise specifiedthe “Financial and Legal Dataroom” online data room hosted by Datasite Diligence.

Interpretation; Construction. (a) Unless The headings contained in this Agreement are inserted for convenience only and shall not be considered in interpreting or construing any of the context provisions contained in this Agreement. The introductory paragraph, Recitals and Appendices referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Recital, Appendix, Annex or Schedule but not otherwise requires: defined or specified therein shall be defined as set forth in this Agreement. 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 Supplier, SpinCo or Parent 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 the contrary, (i) to the extent that the provisions of any other Transaction Document or the Separation and Merger Agreement conflict with the provisions of this Agreement, the provisions of this Agreement shall govern with respect to the subject matter addressed hereby to the extent of such conflict or inconsistency and (Aii) to the extent that the provisions of the Appendices conflict with the provisions of this Agreement, the provisions of this Agreement shall govern. (b) Interpretation of this Agreement shall be governed by the following rules of construction: (a) words of any gender include each other gender and neutral form; (B) words using in the singular or plural number also shall be held to include the plural or singular numberand vice versa, respectivelyand words of one gender shall be held to include the other gender as the context requires; (Cb) references to the terms “Article,” “Section,” “paragraph,” “clause,” “Exhibit,” “Annex,” “Appendix” and “Schedule” are references to the Articles, Sections, paragraphs, clauses, Exhibits, Annexes, Appendices and Schedules of this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (Dd) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses$” shall be to separate paragraphs or clauses of the section or subsection in which the reference occursmean U.S. dollars; (Ee) the word “include,” “includesincluding” and words of similar import when used in this Agreement shall mean “including” shall be deemed to be followed by the phrase “including without limitation,” and unless otherwise specified; (Ff) the word “or” shall not be disjunctive but not exclusive; ; (iig) references to Contracts “written” or “in writing” include in electronic form; (including h) provisions shall apply, when appropriate, to successive events and transactions; (i) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; and (j) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references a reference to any Person include references to includes such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

Interpretation; Construction. (a) Unless The headings contained in this Agreement are inserted for convenience only and shall not be considered in interpreting or construing any of the context provisions contained in this Agreement. The introductory paragraph, Recitals and Appendices referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Recital or Appendix but not otherwise requires: defined or specified therein shall be defined as set forth in this Agreement. 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 the Company or Parent 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 the contrary, (i) to the extent that the provisions of any other Transaction Document or the Separation and Merger Agreement conflict with the provisions of this Agreement, the provisions of this Agreement shall govern with respect to the subject matter addressed hereby to the extent of such conflict or inconsistency and (Aii) to the extent that the provisions of the Appendices conflict with the provisions of this Agreement, the provisions of this Agreement shall govern. (b) Interpretation of this Agreement shall be governed by the following rules of construction: (a) words of any gender include each other gender and neutral form; (B) words using in the singular or plural number also shall be held to include the plural or singular numberand vice versa, respectivelyand words of one gender shall be held to include the other gender as the context requires; (Cb) references to the terms “Article,” “Section,” “paragraph,” “clause,” “Exhibit,” “Annex,” “Appendix” and “Schedule” are references to the Articles, Sections, paragraphs, clauses, Exhibits, Annexes, Appendices and Schedules of this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (Dd) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses$” shall be to separate paragraphs or clauses of the section or subsection in which the reference occursmean U.S. dollars; (Ee) the word “include,” “includesincluding” and words of similar import when used in this Agreement shall mean “including” shall be deemed to be followed by the phrase “including without limitation,” and unless otherwise specified; (Ff) the word “or” shall not be disjunctive but not exclusive; ; (iig) references to Contracts “written” or “in writing” include in electronic form; (including h) provisions shall apply, when appropriate, to successive events and transactions; (i) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; and (j) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references a reference to any Person include references to includes such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

Interpretation; Construction. This “Agreement” means this agreement together with all schedules and exhibits hereto (a) which are incorporated herein by reference), as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. Unless the context otherwise requires, words importing the singular shall include the plural, and vice versa. As used in this Agreement, the term “Knowledge of Sellers” when used to refer to the knowledge of Sellers shall mean and apply to the actual knowledge of the representatives of Sellers set forth on Schedule 12.9. The use in this Agreement otherwise requires: (i) (A) of the term “including” means “including, without limitation.” The words “herein”, “hereof”, “hereunder”, “hereby”, “hereto”, “hereinafter”, and other words of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular number, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words import refer to this entire Agreement as a 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 article, section, subsection, paragraph, subparagraph or clause contained in this Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” . All references to articles, sections, subsections, clauses, paragraphs, schedules and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule exhibits mean such provisions of this Agreement and references the schedules and exhibits to “paragraphs” or “clauses” this Agreement, except where otherwise stated. Each schedule and exhibit delivered pursuant to the terms of this Agreement shall be to separate paragraphs in writing and shall constitute a part of this Agreement. The title of and the article, section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or clauses affect the interpretation of any of the section terms or subsection provisions of this Agreement. The use herein of the masculine, feminine or neuter forms shall also denote the other forms, as in which each case the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive context may require. Accounting terms used but not exclusive; (ii) references otherwise defined herein shall have the meanings given to Contracts (including this Agreement) and other documents them under GAAP. Any instrument or Laws shall be deemed Law defined or referred to include references to herein means such Contract instrument or Law as amended, supplemented or modified from time to time amended, modified or supplemented, including (in accordance with its terms the case of instruments) by waiver or consent and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any ) by succession of comparable successor provisions); Laws and includes (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, instruments) references to any Person succeeding to its functions all attachments thereto and capacitiesinstruments incorporated therein. (b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively; (C) “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ,” 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. 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, include documents filed or furnished by the Company with the SEC or in United States dollars unless otherwise specifiedthe online data room located at ▇▇▇▇▇://▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/.

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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively; (C) “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ,” 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. Each reference to a “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of a Person shall be in United States dollars unless otherwise specifieddeemed 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, include documents filed or furnished by the Company with the SEC as an exhibit after September 26, 2016 and prior to the date of this Agreement.

Interpretation; Construction. (a) Unless The table of contents, articles, titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the context meaning or interpretation of this Agreement. Except as otherwise indicated, all references in this Agreement otherwise requires: (i) (A) words of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular numberto “Articles”, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,Sections” and “Disclosure ScheduleExhibits” are intended to refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule Articles and Sections of this Agreement and references Annexes and Exhibits to “paragraphs” or “clauses” this Agreement. The Annexes and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to separate paragraphs the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Annex or clauses Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement unless the context otherwise requires. (b) For purposes of the section or subsection in which the reference occurs; this Agreement: (Ei) the word “include,” ”, “includes” and or “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; ”; (ii) references “hereof”, “herein”, “hereby”, “hereto” and “hereunder” shall refer to Contracts (including this Agreement as a whole and not to any particular provision of this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); ; (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and “extent” in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word phrase “to the extent” shall mean the degree to which a subject or other thing extends, item extends and such phrase shall not simply mean simply “if.” ; (eiv) All monetary figures “Dollars” and “U.S.$” shall be in mean United States dollars unless otherwise specifiedDollars, “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” is used in the inclusive sense of “and/or”; (ix) reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented and modified in effect from time to time in accordance with its terms; (x) reference to any Law means such Law as amended from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder; and (xi) a reference to any P.R.C. governmental authority or department shall include such authority or department at central, provincial, municipal and other levels and their successor authority or department.

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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively; (C) “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ,” 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. 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, include documents filed or furnished by the Company with the SEC or in United States dollars unless otherwise specifiedthe online data room located at h▇▇▇▇://▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/.

Interpretation; Construction. (a) Unless In this Agreement, except to the extent the context of this Agreement otherwise requires: (i) (A) words of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular number, respectively; (Ca) the division of this Agreement into articles, sections and other subdivisions, the provision of a table of contents and the insertion of headings are for the convenience of reference only and do not affect the construction or interpretation of this Agreement; (b) unless otherwise indicated, all references to an “Article,” “Section,” “Schedule,” or “Exhibit” followed by a number or letter refer to the specified article, section, schedule, or exhibit of this Agreement, and the terms “this Agreement,” “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words expressions refer to this entire Agreement and not to any particular Article or Section hereof; (c) all references to a given agreement, instrument or other document are references to such agreement, instrument or other document as modified, amended, supplemented and restated from time to time; (d) whenever the singular masculine or neuter is used in this Agreement; , it means the plural, feminine, body politic or corporate, and vice versa, as the context requires, and where a term is defined herein, a capitalized derivative or cognate of such term has a corresponding meaning unless the context otherwise requires; (De) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer all dollar amounts referred to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of in this Agreement (including the Exhibits and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses Schedules) are in lawful money of the section or subsection in which the reference occurs; United States; (Ef) whenever the word “include,” “includes” and or “including” shall be is used in this Agreement, it is deemed to be followed by the phrase words “without limitation,” and (Fexcept where such words or words of similar import actually follow in the text hereof); (g) except where the context indicates otherwise, the word “or” shall be disjunctive is used inclusively herein (for example, the phrase “X or Y” means “X or Y or both” and not “either X or Y but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisionsboth”); (iiih) references any reference to a statute includes, and is deemed to be, a reference to such statute and to the rules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such statute and other such implementing provisions implemented and enforced from time to time, and to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunderother implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions; and (ivi) references if there is any conflict or inconsistency between a provision of the body of this Agreement and that of an Exhibit or any document delivered pursuant to any Person include references to such Person’s successors and permitted assignsthis Agreement, the provision of the body of this Agreement prevails. Without limiting the generality of the foregoing, it is the intention of the Partners that every covenant, term, and in the case provision of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed construed simply according to its fair meaning and not strictly for or against any Person (notwithstanding any rule of law requiring an Agreement to be strictly construed against the language chosen by drafting party), it being understood that the Parties Partners are sophisticated and have had adequate opportunity and means to express retain counsel to represent their mutual intent interests and no rule to otherwise negotiate the provisions of strict construction this Agreement. Unless otherwise specified in this Agreement and notwithstanding any provisions of law or equity to the contrary, any determination, decision, consent, vote, or judgment of, or exercise of discretion by, or action taken or omitted to be taken by, a Partner under this Agreement shall be applied against any party hereto. (c) Whenever this Agreement refers to a number of daysmade, given, exercised, taken or omitted as such Partner shall determine in its sole and absolute discretion, and in connection with the foregoing, such number Partner shall refer be entitled to calendar days unless Business Days are specifiedconsider only such interests and factors as it deems appropriate, including its own interests, and shall act in good faith. If any action questions should arise with respect to the operation of the Partnership that are not specifically provided for in this Agreement or the Act, or with respect to the interpretation of this Agreement, the General Partner is hereby authorized to be taken or given on or by make a particular calendar dayfinal determination with respect to any such question and to interpret this Agreement in each case in good faith, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, its determination and such phrase shall not mean simply “if.” (e) All monetary figures interpretation so made shall be in United States dollars unless otherwise specifiedfinal and binding on all parties hereto.

Interpretation; Construction. (a) Unless The table of contents, articles, titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the context meaning or interpretation of this Agreement. Except as otherwise indicated, all references in this Agreement otherwise requires: (i) (A) words of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular numberto “Articles”, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,Sections” and “Disclosure ScheduleExhibits” are intended to refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule Articles and Sections of this Agreement and references Annexes and Exhibits to “paragraphs” or “clauses” this Agreement. The Annexes and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to separate paragraphs the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Annex or clauses Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement unless the context otherwise requires. (b) For purposes of the section or subsection in which the reference occurs; this Agreement: (Ei) the word “include,” ”, “includes” and or “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; ”; (ii) references “hereof”, “herein”, “hereby”, “hereto” and “hereunder” shall refer to Contracts (including this Agreement as a whole and not to any particular provision of this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); ; (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and “extent” in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word phrase “to the extent” shall mean the degree to which a subject or other thing extends, item extends and such phrase shall not simply mean simply “if.” ; (eiv) All monetary figures “U.S. Dollars” and “U.S.$” shall be in mean United States dollars unless otherwise specifiedDollars, “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” is used in the inclusive sense of “and/or”; (ix) reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented and modified in effect from time to time in accordance with its terms; (x) reference to any Law means such Law as amended from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder; and (xi) a reference to any P.R.C. governmental authority or department shall include such authority or department at central, provincial, municipal and other levels and their successor authority or department.

Interpretation; Construction. (a) Unless For purposes of this Agreement, except as otherwise expressly provided herein or unless the context of this Agreement otherwise requires: : (i) (A) words of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other gender; (Cii) references herein to “Articles,” “Sections,” “subsections” and other subdivisions, and to Exhibits, Schedules and other attachments, without reference to a document, are to the specified Articles, Sections, subsections and other subdivisions of, and Exhibits, Schedules and other attachments to, this Agreement; (iii) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions within a Section or subsection; (iv) the terms words “herein,” “hereof,” “hereinhereunder,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or other words of similar words import refer to this entire AgreementAgreement as a whole and not to any particular provision; and (Dv) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word words “include,” “includes” and “including” shall be are deemed to be followed by the phrase “without limitation,.” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language headings used in this Agreement shall have been inserted for convenience of reference only and do not define or limit the provisions hereof. This Agreement is the result of the joint efforts of the parties hereto, and each provision of this Agreement has been subject to the mutual consultation, negotiation and agreement of the parties and there will be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party heretobased on any presumption of that party’s involvement in the drafting of this Agreement. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural or singular number, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar forms of such terms. The words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase mean “including without limitation,” the words “hereof,” “hereby,” “herein,” “hereunder” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its similar terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ,” 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. Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be in United States dollars unless otherwise specifieddeemed 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” and “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub, include without limitation documents filed or furnished by the Company with the SEC as an exhibit after the Applicable Date and prior to the 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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively“including” shall mean “including without limitation”; (C) the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of days, whole and not any particular section or article in which such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until words appear; the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ;” 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. 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 United States dollars any virtual data rooms established by or 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 specified in this Agreement, all references in this Agreement to any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specifiedspecified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference.

Interpretation; Construction. (a) Unless the context of this Agreement otherwise clearly requires: , for purposes of this Agreement, (i) references made to a Section, Article, Schedule or Exhibit shall be to a Section, Article, Schedule or Exhibit, respectively, of this Agreement; (Aii) references to the plural include the singular, and references to the singular include the plural; (iii) words used herein, regardless of the gender specifically used, shall be deemed and construed to include any gender include each other gender and neutral formgender, masculine, feminine or neuter, as the context requires; (Biv) the words using “include,” “includes” and “including” do not limit the singular preceding terms or plural number also include words and shall be deemed to be followed by the plural or singular number, respectivelywords “without limitation”; (Cv) the terms “hereof,” “herein,” “herebyhereunder,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement refer to this entire Agreement as a whole and not to any particular provision of this Agreement; (Dvi) the terms “Articleday” and “days” mean and refer to calendar day(s); (vii) the terms “year” and “years” mean and refer to calendar year(s); (viii) the term “dollar” or “$” means lawful currency of the United States; (ix) the terms “writing,” “Section,” “Annex,” “Exhibit,” “Schedule,written” and “Disclosure Schedule” comparable terms refer to the specified Articleprinting, Section, Annex, Exhibit, Schedule or Disclosure Schedule typing and other means of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection reproducing words (including electronic media) in which the reference occursa visible form; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (iix) references to Contracts any Person include the successors and permitted assigns of that Person; and (xi) references from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise set forth herein, references in this Agreement to (x) any document, instrument or agreement (including this Agreement) (A) includes and incorporates all exhibits, schedules and other documents attachments thereto; (B) includes all documents, instruments or Laws shall be deemed agreements issued or executed in replacement thereof; and (C) means, subject to include references to the other terms of this Agreement, such Contract document, instrument or Law agreement, or replacement or predecessor thereto, as amended, modified or supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereundertime; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively; (C) “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ,” 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 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 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 Subs, include documents filed or furnished by the Company with the SEC or in United States dollars unless otherwise specifiedthe 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.

Interpretation; Construction. (a) Unless the In this Agreement, except as context of this Agreement may otherwise requires: require, references: (i) (A) words of any gender include each other gender to the Recitals, Sections, or Exhibits are to a Recital to or Section of, or Exhibit to, this Agreement; to this Agreement are to this Agreement, and neutral formthe Exhibit to it, taken as a whole; (B) words using to the singular or plural number also transactions contemplated hereby include the plural or singular numbertransactions provided for in this Agreement, respectivelyincluding the Exchange; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts any agreement (including this Agreement) and other documents ), contract, statute or Laws shall be deemed regulation are to include references to such Contract the agreement, contract, statute or Law regulation as amended, supplemented modified, supplemented, restated or modified replaced from time to time (in accordance with its terms and the case of an agreement or contract, to the extent permitted by the terms hereof, as applicable, and in effect at thereof); to any given time (section of any statute or regulation include any successor to the section and, in the case of any Lawstatute, to any successor provisions); (iii) references to any federal, state, local, rules or foreign statute or Law shall include all regulations promulgated thereunder; and 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 refer to this Agreement as a whole and not to any specific Section; (iii) to the words “include”, “includes” or “including” are to be deemed followed by the words “without limitation”; (iv) references to the article and section headings are for reference purposes only and do not limit or otherwise affect any Person include references of the substance of this Agreement; and (v) to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, words “to any Person succeeding to its functions and capacities. (b) The language the extent” when used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word mean “to the extent” shall mean the degree to which a subject or other thing extends, by which” and such phrase shall not mean simply merely “if.” (eb) All monetary figures This Agreement is the product of an arm’s-length negotiation by sophisticated parties, 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 shall be in United States dollars unless otherwise specifiedconstrued 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. 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. (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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words "includes" or singular number, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” "including" shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “mean "including without limitation,” " the words "hereof," "hereby," "herein," "hereunder" and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its similar terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “"extent" in the phrase "to the extent” " shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “"if.” (e) All monetary figures ," 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. Each reference to a "wholly-owned Subsidiary" or "wholly-owned Subsidiaries" of a Person shall be in United States dollars unless otherwise specifieddeemed 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, include documents filed or furnished by the Company with the SEC as an exhibit after September 26, 2016 and prior to the 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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively; (C) “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ,” 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. Each reference to a “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of a Person shall be in United States dollars unless otherwise specifieddeemed 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, include documents filed or furnished by the Company with the SEC.

Interpretation; Construction. (a) Unless In this Agreement, except to the extent the context of this Agreement otherwise requires: (i) (A) words of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular number, respectively; (Ca) the division of this Agreement into articles, sections and other subdivisions, the provision of a table of contents and the insertion of headings are for the convenience of reference only and do not affect the construction or interpretation of this Agreement; (b) unless otherwise indicated, all references to an “Article,” “Section,” “Schedule,” or “Exhibit” followed by a number or letter refer to the specified article, section, schedule, or exhibit of this Agreement, and the terms “this Agreement,” “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words expressions refer to this entire Agreement and not to any particular Article or Section hereof; (c) all references to a given agreement, instrument or other document are references to such agreement, instrument or other document as modified, amended, supplemented and restated from time to time; (d) whenever the singular masculine or neuter is used in this Agreement; , it means the plural, feminine, body politic or corporate, and vice versa, as the context requires, and where a term is defined herein, a capitalized derivative or cognate of such term has a corresponding meaning unless the context otherwise requires; (De) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer all dollar amounts referred to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of in this Agreement (including the Schedules and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses Exhibits) are in lawful money of the section or subsection in which the reference occurs; United States; (Ef) whenever the word “include,” “includes” and or “including” shall be is used in this Agreement, it is deemed to be followed by the phrase words “without limitation,” and (Fexcept where such words or words of similar import actually follow in the text hereof); (g) except where the context indicates otherwise, the word “or” shall be disjunctive is used inclusively herein (for example, the phrase “X or Y” means “X or Y or both” and not “either X or Y but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisionsboth”); (iiih) references any reference to a statute includes, and is deemed to be, a reference to such statute and to the rules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such statute and other such implementing provisions implemented and enforced from time to time, and to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; andother implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions; (ivi) references any reference to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement Partnership Budget shall be deemed to be a reference to the language chosen by then-effective Partnership Budget; and (j) if there is any conflict or inconsistency between a provision of the Parties body of this Agreement and that of any document delivered pursuant to express their mutual intent this Agreement, the provision of the body of this Agreement prevails. Without limiting the generality of the foregoing, it is the intention of the Member that every covenant, term, and no provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Person (notwithstanding any rule of strict construction law requiring an Agreement to be strictly construed against the drafting party), it being understood that the Member is sophisticated and has had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. Unless otherwise specified in this Agreement and notwithstanding any provisions of law or equity to the contrary, any determination, decision, consent, vote, or judgment of, or exercise of discretion by, or action taken or omitted to be taken by, the Member or any Director under this Agreement shall be applied against any party hereto. made, given, exercised, taken or omitted as the Member or such Director, as applicable, shall determine in its sole and absolute discretion, and in connection with the foregoing, the Member and each Director shall be entitled to consider only such interests and factors as the Member or such Director, as applicable, deems appropriate, including its own interests (c) Whenever this Agreement refers to a number or the interest of daysthe Member or the Non-Tellurian Limited Partner of which such Director is an officer or representative, such number as the case may be), and shall refer to calendar days unless Business Days are specifiedact in good faith. If any action questions should arise with respect to the operation of the Company that are not specifically provided for in this Agreement or the Act, or with respect to the interpretation of this Agreement, the Member is hereby authorized to be taken or given on or by make a particular calendar dayfinal determination with respect to any such question and to interpret this Agreement in each case in good faith, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, its determination and such phrase shall not mean simply “if.” (e) All monetary figures interpretation so made shall be in United States dollars unless otherwise specifiedfinal and binding on all parties 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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively“including” shall mean “including without limitation”; (C) the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of days, whole and not any particular section or article in which such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until words appear; the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ;” 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. 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 United States dollars 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 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 specified in this Agreement, all references in this Agreement to any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specifiedspecified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference.

Interpretation; Construction. (a) Unless In this Agreement, except to the extent the context of this Agreement otherwise requires: (i) (A) words of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular number, respectively; (Ca) the division of this Agreement into articles, sections and other subdivisions, the provision of a table of contents and the insertion of headings are for the convenience of reference only and do not affect the construction or interpretation of this Agreement; (b) unless otherwise indicated, all references to an “Article,” “Section,” “Schedule,” or “Exhibit” followed by a number or letter refer to the specified article, section, schedule, or exhibit of this Agreement, and the terms “this Agreement,” “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words expressions refer to this entire Agreement and not to any particular Article or Section hereof; (c) all references to a given agreement, instrument or other document are references to such agreement, instrument or other document as modified, amended, supplemented and restated from time to time; (d) whenever the singular masculine or neuter is used in this Agreement; , it means the plural, feminine, body politic or corporate, and vice versa, as the context requires, and where a term is defined herein, a capitalized derivative or cognate of such term has a corresponding meaning unless the context otherwise requires; (De) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer all dollar amounts referred to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of in this Agreement (including the Exhibits and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses Schedules) are in lawful money of the section or subsection in which the reference occurs; United States; (Ef) whenever the word “include,” “includes” and or “including” shall be is used in this Agreement, it is deemed to be followed by the phrase words “without limitation,” and (Fexcept where such words or words of similar import actually follow in the text hereof); (g) except where the context indicates otherwise, the word “or” shall be disjunctive is used inclusively herein (for example, the phrase “X or Y” means “X or Y or both” and not “either X or Y but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisionsboth”); (iiih) references any reference to a statute includes, and is deemed to be, a reference to such statute and to the rules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such statute and other such implementing provisions implemented and enforced from time to time, and to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunderother implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions; and (ivi) references if there is any conflict or inconsistency between a provision of the body of this Agreement and that of an Exhibit or any document delivered pursuant to any Person include references to such Person’s successors and permitted assignsthis Agreement, the provision of the body of this Agreement prevails. Without limiting the generality of the foregoing, it is the intention of the Parties that every covenant, term, and in the case provision of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed construed simply according to its fair meaning and not strictly for or against any Person (notwithstanding any rule of law requiring an Agreement to be strictly construed against the language chosen by drafting party), it being understood that the Parties are sophisticated and have had adequate opportunity and means to express retain counsel to represent their mutual intent interests and no rule to otherwise negotiate the provisions of strict construction shall be applied against any party heretothis Agreement. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

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 a Section or Exhibit, such reference shall be to a Section of or 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). 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. The term “or” is not exclusive and shall mean “and/or”, unless the context otherwise requires: (i) (A) . The words of any gender include each other gender and neutral form; (B) “includes” or “including” shall mean “including without limitation,” the words using the singular or plural number also include the plural or singular number, respectively; (C) the terms “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ,” 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. Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be in United States dollars unless otherwise specifieddeemed 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, include documents filed or furnished by the Company with the SEC.

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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively; (C) “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ,” 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. 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). To the extent this Agreement refers to information or documents having been “provided to” or “made available to” Parent or Merger Sub by the Company, such obligation shall be deemed satisfied if, as of the date of this Agreement, (a) the Company or its Representatives made such information or document available in United States dollars unless any virtual data rooms established by or on behalf of the Company in connection with the transactions contemplated by this Agreement or otherwise specifiedmade 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) Unless For purposes of this Agreement, except as otherwise expressly provided herein or unless the context of this Agreement otherwise requires: : (i) (A) words of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other gender; (Cii) references herein to “Articles,” “Sections,” “subsections” and other subdivisions, and to Exhibits, Schedules and other attachments, without reference to a document are to the specified Articles, Sections, subsections and other subdivisions of, and Exhibits, Schedules and other attachments to, this Agreement; (iii) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions within a Section or subsection; (iv) the terms words “herein,” “hereof,” “hereinhereunder,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or other words of similar words import refer to this entire AgreementAgreement as a whole and not to any particular provision; and (Dv) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word words “include,” “includes” and “including” shall be are deemed to be followed by the phrase “without limitation,.” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language headings used in this Agreement shall have been inserted for convenience of reference only and do not define or limit the provisions hereof. This Agreement is the result of the joint efforts of the parties hereto, and each provision of this Agreement has been subject to the mutual consultation, negotiation and agreement of the parties and there will be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party heretobased on any presumption of that party’s involvement in the drafting of this Agreement. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

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 a Section or Exhibit or Annex, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively; (C) “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of dayswhole and not any particular section or article in which such words appear, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ,” 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 may from time to time be amended, modified or supplemented. Currency amounts referenced herein are in U.S. 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. 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 United States dollars the online data room established for purposes of due diligence of the Company’s business in connection with the transactions contemplated hereby, in each case prior to 11:59 p.m. Eastern Time on the calendar day immediately prior to the date hereof. Whenever this Agreement refers to a number of days, such number refers to calendar days unless otherwise 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.

Interpretation; Construction. (a) Unless the context The table of this Agreement otherwise requires: (i) (A) words contents and headings herein are for convenience of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular numberreference only, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule do not constitute part of this Agreement and references shall not be deemed to “paragraphs” limit or “clauses” otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to separate paragraphs a Section of or clauses of Exhibit to this Agreement unless otherwise indicated. Whenever the section or subsection in which the reference occurs; (E) the word words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation,.” The words “hereof”, “herein” and (F) the word “orhereunder” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case words of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language similar import when used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers as a whole and not to a number any particular provision of daysthis Agreement. The terms “or”, such number shall refer to calendar days unless Business Days “any” and “either” are specifiednot exclusive. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) 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 and effect as the word “shall”. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person may require. 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 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 statute, any rules or regulations promulgated thereunder. 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”. 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 prior to the date hereof.” (eb) All monetary figures 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 has or may have set forth information in United States dollars unless 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 specifiedshall 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 Recitals, each Exhibit and the Schedules are hereby incorporated into and made a part of this Agreement by reference. The 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. Unless the context of this Agreement otherwise requires: , references herein: (i) (Ato “Article(s),” “Section(s),” “Exhibit(s)” and “Schedules” refer to the corresponding article(s), section(s), exhibit(s) words and schedule(s) of any gender include each other gender and neutral formor to this Agreement; (Bii) to “Schedule(s)” refer to the corresponding Schedule(s) of the Disclosure Schedules; (iii) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iv) to a Law means such Law as amended from time-to-time. Whenever the words using “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” and the word “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 does not simply mean “if.” A reference in this Agreement to $ or dollars is to U.S. dollars. The definitions of terms herein shall apply equally to the singular or and plural number also include the plural or singular number, respectively; (C) forms of the terms defined. The words “hereof,” “herein,” “hereby,” “hereto,” “herewith,” and “hereunder” and derivative or words of similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language import when used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers as a whole and not to a number any particular provision of days, such number shall refer this Agreement. References to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extentthis Agreement” shall mean include the degree to which a subject or other thing extends, and such phrase shall not mean simply “ifSchedules.” (e) All monetary figures shall be in United States dollars unless otherwise specified.

Interpretation; Construction. (a) Unless the context The table of this Agreement otherwise requires: (i) (A) words contents and headings herein are for convenience of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular numberreference only, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule do not constitute part of this Agreement and references shall not be deemed to “paragraphs” limit or “clauses” otherwise affect any of the provisions hereof. Except as otherwise explicitly specified to the contrary herein, (i) where a reference in this Agreement is made to a section, exhibit or schedule, such reference shall be to separate paragraphs a section of, exhibit to or clauses schedule of this Agreement unless otherwise indicated. Except as otherwise explicitly specified to the section or subsection in which the reference occurscontrary herein; (Eii) whenever the word words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); ”; (iii) references reference in this Agreement to any federal, state, local, $ or foreign statute or Law shall include all regulations promulgated thereunderdollars is to U.S. dollars; and (iv) references to any Person include references to such Person’s successors the words “hereof,” “herein” and permitted assigns, “hereunder” and in the case words of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) references to “this Agreement” shall include all exhibits and schedules hereto; (vi) definitions shall be deemed equally applicable to be both the language chosen singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender shall include each other gender; (vii) the terms “employee,” “officer” and “independent contractor” shall include any individuals employed or engaged by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. Company, whether directly or indirectly through a professional employer or other similar organization; (cviii) Whenever this Agreement refers references to a number of daysparticular statute or regulation include all rules and regulations thereunder and any successor statute, such number shall refer rule or regulation, in each case as amended or otherwise modified from time to calendar days time; (ix) the word “will” will be construed to have the same meaning and effect as the word “shall”; (x) unless Business Days are otherwise specified. If any action is to be taken or given on or by , “day” means a particular calendar day; and (xi) when used herein “or” shall not be exclusive (i.e., and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extentor” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “ifand/or”).” (e) All monetary figures shall be in United States dollars unless otherwise specified.

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 a Section or Exhibit, such reference shall be to a Section of or 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). Unless the context of this Agreement otherwise requires: (i) (A) clearly requires otherwise, words of any importing the masculine gender shall include each other gender the feminine and neutral form; (B) words using genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural forms of such terms. The words “includes” or singular number, respectively“including” shall mean “including without limitation”; (C) the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive; (ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to as a number of days, whole and not any particular section or article in which such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until words appear; the next Business Day. (d) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if.” (e) All monetary figures ;” the word “or” is not exclusive; the word “will” shall be construed 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 United States dollars this Agreement shall mean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. 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, 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 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 specified in this Agreement, all references in this Agreement to any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specifiedspecified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference.

Interpretation; Construction. (a) Unless the context of this Agreement otherwise requires: (i) (A) words The definitions of any gender include each other gender and neutral form; (B) words using terms herein shall apply equally to the singular or and plural number also include the plural or singular number, respectively; (C) forms of the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive;defined. (ii) references to Contracts (including Where the words "including", "includes" and similar expressions are used in this Agreement, 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 documents (either), or Laws 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 include references have the same meaning and effect as the word “shall”. (vi) The words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to such Contract or Law as amended, supplemented or modified refer to this Agreement in its entirety and not to any particular provisions hereof. (vii) Where this Agreement provides from time to time in accordance that the Purchaser has appointed the Vendor as its lawful attorney, the Purchaser hereby confirms and agrees that: (1) the power of attorney is coupled with its terms 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 terms hereof, as applicable, and in effect at any given time (and, in the case registration of any Lawtransfer in connection therewith, to any successor provisions); but shall survive same for a period of ten (iii10) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunderyears; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) All monetary figures shall be in United States dollars unless otherwise specified.