Common use of Mutual Drafting; Interpretation Clause in Contracts

Mutual Drafting; Interpretation. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number will include the plural, and vice versa; the masculine gender will include the feminine and neuter genders; the feminine gender will include the masculine and neuter genders; and the neuter gender will include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” will not be deemed to be exclusive. Documents, materials and information are deemed to have been “made available” to (a) Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Galaxy,” which is hosted by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly available, in each case, at least three (3) Business Days prior to the date of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice, including any COVID-19 Changes. References to “days” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. 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 will be excluded, and if the last day of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement will be given full, separate, and independent effect and that such provisions are cumulative.

Mutual Drafting; Interpretation. (a) Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision. . (b) For purposes of this Agreement, whenever the context requires: the singular number will include the plural, and vice versa; the masculine gender will include the feminine and neuter genders; the feminine gender will include the masculine and neuter genders; and the neuter gender will include masculine and feminine genders. . (c) As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. . (d) All references in this Agreement to “$” are intended to refer to U.S. dollars. . (e) Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. . (f) Unless otherwise specifically provided for herein, the term “or” will not be deemed to be exclusive. . (g) Documents, materials and information are deemed to have been “made available” to (a) Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Galaxy,Henosis -A-Mark” which is hosted by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) Sharepoint in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly available, in each casehereby, at least three one (31) Business Days prior to the date of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice, including any COVID-19 Changes. . (h) References to “days” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. . (i) 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 will be excluded, and if the last day of such period is not a Business Day, the period will end on the immediately following Business Day. . (j) No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. . (k) It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement will be given full, separate, and independent effect and that such provisions are cumulative.

Mutual Drafting; Interpretation. (a) Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision. . (b) For purposes of this Agreement, whenever the context requires: the singular number will shall include the plural, and vice versa; the masculine gender will shall include the feminine and neuter genders; the feminine gender will shall include the masculine and neuter genders; and the neuter gender will shall include masculine and feminine genders. . (c) As used in this Agreement, the words “include” and “including,” and variations thereof, will shall not be deemed to be terms of limitation, but rather will shall be deemed to be followed by the words “without limitation.” ” (d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “SchedulesAnnexes” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The Annexes attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. (e) The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular Section or Article in which such words appear. (f) All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, If any Law defined or currency conversion shall be required in connection with any provision of this Agreement (other than the conversion referred to herein will refer in Section 1.1(g)(i)), such conversion shall be calculated using the average exchange rate for the conversion of the applicable foreign currency into Dollars, quoted for current transactions for both buying and selling Dollars, as reported in The Wall Street Journal (U.S. internet version at ▇▇▇.▇▇▇.▇▇▇) for the last Business Day of each month of the calendar quarter to which such Law as amended and the rules and regulations promulgated thereunder. payment pertains. (g) Unless otherwise specifically provided for herein, the term “or” will shall not be deemed to be exclusive. Documents. (h) Except as otherwise indicated, materials and information are deemed to have been “made available”, “provided to” or terms of similar import mean (i) made available to (a) Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through advisors in the electronic data room entitled “Project Galaxy,” which is hosted maintained by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the Company for purposes of the transactions contemplated hereby by this Agreement prior to the date hereof, or disclosed in a (ii) as publicly filed or furnished by the Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly availableSEC, in each case, at least three one (31) Business Days Day prior to the date of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice, including any COVID-19 Changes. References to “days” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. 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 will be excluded, and if the last day of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement will be given full, separate, and independent effect and that such provisions are cumulativehereof.

Mutual Drafting; Interpretation. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number will shall include the plural, and vice versa; the masculine gender will shall include the feminine and neuter genders; the feminine gender will shall include the masculine and neuter genders; and the neuter gender will shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, will shall not be deemed to be terms of limitation, but rather will shall be deemed to be followed by the words “without limitation.” As used in this Agreement, references to a “party” or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement, unless the context requires otherwise. The words “made available to Parent” and words of similar import refer to documents (a) posted to the data room maintained by the Company or its Representatives in connection with the transactions contemplated by this Agreement, (b) delivered in person or electronically to Parent, Merger Sub or any of their respective Representatives or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least one (1) Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” will shall not be deemed to be exclusive. Documents, materials and information are deemed to have been “made available” to (a) Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Galaxy,” which is hosted by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly available, in each case, at least three (3) Business Days prior to the date of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice, including any COVID-19 Changes. References to “days” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. 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 will be excluded, and if the last day of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement will be given full, separate, and independent effect and that such provisions are cumulative.

Mutual Drafting; Interpretation. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number will shall include the plural, and vice versa; the masculine gender will shall include the feminine and neuter genders; the feminine gender will shall include the masculine and neuter genders; and the neuter gender will shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, will shall not be deemed to be terms of limitation, but rather will shall be deemed to be followed by the words “without limitation.” As used in this Agreement, references to a “party” or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement (it being understood that Guarantor is deemed to be a party solely for purposes of Section 8.13). The term “ordinary course” or “ordinary course of business” or words of similar import when used in this Agreement mean “ordinary course of business consistent with past practice”. The words “made available to Parent” and words of similar import refer to documents (i) posted to the data room maintained by the Company or its Representatives in connection with the transactions contemplated by this Agreement, (ii) delivered electronically in written form to Parent, Merger Sub or any of their respective Representatives prior to the execution and delivery of this Agreement or (iii) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case of clauses (i) through (iii), at least one (1) day prior to the date of this Agreement. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including by succession of comparable successor statutes. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” will shall not be deemed to be exclusive. Documents, materials and information are deemed to have been “made available” to (a) Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Galaxy,” which is hosted by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly available, in each case, at least three (3) Business Days prior to the date of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice, including any COVID-19 Changes. References to “days” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. 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 will be excluded, and if the last day of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement will be given full, separate, and independent effect and that such provisions are cumulative.

Mutual Drafting; Interpretation. Each party Party hereto has participated in the drafting of this Agreement, which each party Party acknowledges is the result of extensive negotiations between the partiesParties. If an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the partiesParties, and no presumption or burden of proof will shall arise favoring or disfavoring any party Party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number will shall include the plural, and vice versa; the masculine gender will shall include the feminine and neuter genders; the feminine gender will shall include the masculine and neuter genders; and the neuter gender will shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, will shall not be deemed to be terms of limitation, but rather will shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “SchedulesAnnexes” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The Company Disclosure Schedule and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular Section or Article in which such words appear. All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” will shall not be deemed to be exclusive. DocumentsAny reference to “ordinary course of business” or any similar concept refers to the ordinary course of business of the Company and the Company Subsidiaries, materials and information are taken as a whole, consistent with past practice. Disclosure of any item on the Company Disclosure Schedule by reference to any particular Section or Subsection of this Agreement shall be deemed to have been constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such other Section or Subsection is reasonably apparent on the face of such disclosure. Except as otherwise indicated, “made available”, “provided to” or terms of similar import mean (i) made available to (a) Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through advisors in the electronic data room entitled “Project Galaxy,” which is hosted maintained by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the Company for purposes of the transactions contemplated hereby by this Agreement at least two (2) Business Days prior to the date hereof, or disclosed in a (ii) as publicly filed or furnished by the Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly availableSEC, in each case, at least three two (32) Business Days prior to the date hereof. A reference to any specific legislation or to any provision of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice, including legislation includes any COVID-19 Changes. References to “days” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. 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 will be excludedamendment to, and if the last day any modification, reenactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto, except that, for purposes of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition any representations and agreement contained warranties in this Agreement that are made as a specific date, references to any specific legislation will be given fulldeemed to refer to such legislation or provision (and all rules, separateregulations and statutory instruments issued thereunder or pursuant thereto) as of such date. Unless the context of this Agreement otherwise requires, references to agreements and independent effect other documents shall be deemed to include all subsequent amendments and that other modifications thereto (subject to the terms and conditions to the effectiveness of such provisions are cumulativeamendments contained herein and therein).

Mutual Drafting; Interpretation. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number will shall include the plural, and vice versa; the masculine gender will shall include the feminine and neuter genders; the feminine gender will shall include the masculine and neuter genders; and the neuter gender will shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, will shall not be deemed to be terms of limitation, but rather will shall be deemed to be followed by the words “without limitation.” As used in this Agreement, the word “or” is not exclusive. As used in this Agreement, references to a “party” or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement. When used in reference to the Company or its Subsidiaries, the term “material” shall be measured against the Company and its Subsidiaries, taken as a whole. The words “made available to Parent” and words of similar import refer to documents (a) posted to the data room maintained by the Company or its Representatives in connection with the Transactions, (b) delivered in person or electronically to Parent, Merger Sub or any of their respective Representatives or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least two (2) Business Days prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Articles and Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” will shall be disjunctive and shall not be deemed to be exclusive. DocumentsThe mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or a material fact, materials and information are deemed event or circumstance or that such item has had, would have or would reasonably be expected to have been “made available” to (a) Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Galaxy,” which is hosted by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available and (b) Company, if such documents, materials or Material Adverse Effect. The information were available contained in the Company Disclosure Schedule is disclosed solely for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly available, in each case, at least three (3) Business Days prior to the date purposes of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted and no information contained in the Company Disclosure Schedule shall be deemed to be taken, an admission by the Company to any Person in the ordinary course third party of such Person’s business consistent with past practice, any matter whatsoever (including any COVID-19 Changes. References to “days” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. When calculating the period violation of time before which, within which Law 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 will be excluded, and if the last day breach of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement will be given full, separate, and independent effect and that such provisions are cumulativeContract).

Mutual Drafting; Interpretation. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number will shall include the plural, and vice versa; the masculine gender will shall include the feminine and neuter genders; the feminine gender will shall include the masculine and neuter genders; and the neuter gender will shall include masculine and feminine genders. As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, will shall not be deemed to be terms of limitation, but rather will shall be deemed to be followed by the words “"without limitation.” " As used in this Agreement, references to a "party" or the "parties" are intended to refer to a party to this Agreement or the parties to this Agreement. The words "made available to Parent" and words of similar import refer to documents (i) posted to the data room maintained by the Company or its Representatives in connection with the transactions contemplated by this Agreement, (ii) delivered in person or electronically to Parent, Merger Sub or any of their respective Representatives or (iii) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least one (1) Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “"Sections,” “" "Exhibits,” “" "Annexes” " and “"Schedules” " are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “"$” " are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “"or” will " shall not be deemed to be exclusive. Documents, materials and information are deemed to have been “made available” to (a) Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Galaxy,” which is hosted by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly available, in each case, at least three (3) Business Days prior to the date of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice, including any COVID-19 Changes. References to “days” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. 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 will be excluded, and if the last day of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement will be given full, separate, and independent effect and that such provisions are cumulative.8.12

Mutual Drafting; Interpretation. (a) Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision. . (b) For purposes of this Agreement, whenever the context requires: the : (i) The singular number will shall include the plural, and vice versa; the masculine gender will shall include the feminine and neuter genders; the feminine gender will shall include the masculine and neuter genders; and the neuter gender will shall include masculine and feminine genders. . (ii) As used in this Agreement, the words “include” and “including,” and variations thereof, will shall not be deemed to be terms of limitation, but rather will shall be deemed to be followed by the words “without limitation.” (iii) The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to the date set forth in the Preamble, unless the context requires otherwise. (iv) References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder (provided, that, for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). (v) Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the same meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. (vi) Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided, that, for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). (vii) As used in this Agreement, references to a “party” or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement. (viii) The words “made available to Parent” and words of similar import refer to documents (a) posted to the data room titled “Project Everest” hosted by Intralinks and maintained by the Company or its Representatives in connection with the Transactions and made accessible to Parent prior to the execution of this Agreement and remaining so accessible through the Closing Date, (b) delivered in person or electronically to Parent, Merger Sub or any of their respective Representatives or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in the case of each of clauses (b) and (c), at least one (1) Business Day prior to the date of this Agreement. (ix) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. , respectively. (x) All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. . (xi) Unless otherwise specifically provided for herein, the term “or” will shall not be deemed to be exclusive. Documents, materials and information are deemed the words “shall” and “will” have the same meaning. (xii) Whenever this Agreement refers to have been “made available” a number of days, such number refers to (a) Parent and Merger Subcalendar days, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Galaxy,” which is hosted by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly available, in each case, at least three (3) unless Business Days prior to the date of this Agreement. The phrase “ordinary course of business” means an are specified. (xiii) Whenever any action taken, must be taken hereunder on or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice, including any COVID-19 Changes. References to “days” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. 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 day that is the reference date in calculating such period will be excluded, and if the last day of such period is not a Business Day, then such action may be validly taken on or by the period will end on the immediately following next day that is a Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement will be given full, separate, and independent effect and that such provisions are cumulative.

Mutual Drafting; Interpretation. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number will include the plural, and vice versa; the masculine gender will include the feminine and neuter genders; the feminine gender will include the masculine and neuter genders; and the neuter gender will include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” will not be deemed to be exclusive. Documents, materials and information are deemed to have been “made available” to (a) Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project GalaxyBalloon,” which is hosted by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) Donnelley Financial Solutions in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly available, in each case, at least three one (31) Business Days Day prior to the date of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice, including any COVID-19 Changes. References to “days” will mean “calendar days” unless expressly stated otherwise. References to a person Person are also to its successors and permitted assigns. 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 will be excluded, and if the last day of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, and condition and agreement contained in this Agreement will be given full, separate, and independent effect and that such provisions are cumulative.

Mutual Drafting; Interpretation. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number will shall include the plural, and vice versa; the masculine gender will shall include the feminine and neuter genders; the feminine gender will shall include the masculine and neuter genders; and the neuter gender will shall include masculine and feminine genders. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein and the rules and regulations promulgated thereunder. As used in this Agreement, the words “include” and “including,” and variations thereof, will shall not be deemed to be terms of limitation, but rather will shall be deemed to be followed by the words “without limitation.” As used in this Agreement, references to a “party” or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement. The words “made available to Parent” and words of similar import refer to documents (i) posted to the data room maintained by the Company or its Representatives in connection with the Transactions, (ii) delivered in person or electronically to Parent, Merger Sub or any of their respective Representatives or (iii) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the SEC, in each case, at least one (1) Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” will shall not be deemed to be exclusive. Documents, materials and information are deemed to have been The words “made available” to (a) Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Galaxyhereof,” which is hosted by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) “herein” and “hereunder” and words of similar import, when used in connection with this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. In this Agreement, references to “as of the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled date hereof,” “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly available, in each case, at least three (3) Business Days prior to as of the date of this Agreement. ” or words of similar import shall be deemed to mean “as of immediately prior to the execution and delivery of this Agreement.” The word “extent” in the phrase “ordinary course of businessto the extent” means an action taken, the degree to which a subject or omitted to be taken, by any Person in the ordinary course of thing extends and such Person’s business consistent with past practice, including any COVID-19 Changes. References to “days” will phrase shall not simply mean “calendar daysif.” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. When calculating the period of time before which, Time periods within which or following which any payment is to be made or act is to be done or step taken pursuant to under this Agreement, Agreement shall be calculated by excluding the date that is day on which the reference date in calculating such period will be excludedcommences and including the day on which the period ends, and by extending the period to the next Business Day following if the last day of such the period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement will be given full, separate, and independent effect and that such provisions are cumulative.

Mutual Drafting; Interpretation. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number will shall include the plural, and vice versa; the masculine gender will shall include the feminine and neuter genders; the feminine gender will shall include the masculine and neuter genders; and the neuter gender will shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, will shall not be deemed to be terms of limitation, but rather will shall be deemed to be followed by the words “without limitation.” As used in this Agreement, the word “or” is not exclusive. The words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or paragraph hereof. The word “extent” in the phrase “to the extent” means the degree to which a subject or thing extends, and such phrase shall not mean simply “if”. The word “will” shall have the same meaning as “shall” and vice versa. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. As used in this Agreement, references to a “party” or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement. When used in reference to the Company or its Subsidiaries, the term “material” shall be measured against the Company and its Subsidiaries, taken as a whole. The words “made available to Parent” and words of similar import refer to documents (a) posted to the data room maintained by the Company or its Representatives in connection with the Transactions (the “Data Room”) or (b) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case of clauses (a) and (b), at least two (2) Business Days prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Articles and Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” will shall be disjunctive and shall not be deemed to be exclusive. DocumentsUnless the context otherwise requires, materials and information are any reference to (i) any Person shall be deemed to have been “made available” refer to such Person’s successors and permitted assigns, and, in the case of any Governmental Entity, to any Person(s) succeeding to its functions and capacities, (aii) Parent any Law shall be deemed to refer to all rules and Merger Subregulations promulgated thereunder and (iii) any Contract, if Organizational Document or Law shall be deemed to refer to such documentsContract, materials Organizational Document or information were available for review by such person Law as amended, supplemented or otherwise modified from time to time (and its Representatives through in the electronic data room entitled “Project Galaxy,” which is hosted by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) case of any Contract or Organizational Document, in connection accordance with the transactions contemplated hereby terms hereof or disclosed thereof, as applicable), and in effect at any given time (and in the case of any Law, to any successor provisions) (provide that for purposes of any representations and warranties contained in this Agreement that are made as of a Company SEC Document filed and publicly available and (b) Companyspecified date, if references to any Law shall be deemed to refer to such documentsLaw as amended, materials supplemented or information were available for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly availableotherwise modified, in each case, at least three (3) as of such date). Any reference to any “day” or any number of “days” without explicit reference to “Business Days prior Days” shall be deemed to refer to a calendar day or number of calendar days. If any action is to be taken on or by a particular calendar day that is not also a Business Day, then such action may be deferred until the date of this Agreementimmediately succeeding Business Day. The phrase phrases “ordinary course” or “ordinary course of business” means an action taken, or omitted when used with respect to be taken, by any Person means taking or refraining to take any action, if such action by such Person is consistent with the past practices of such Person (including with respect to volume and frequency) and is taken in the ordinary course of the operations of such Person’s business consistent with past practice, including any COVID-19 Changes. References to “days” will mean “calendar days” unless expressly stated otherwise. References The mere inclusion of an item in the Company Disclosure Schedule as an exception to a person are also representation or warranty shall not be deemed an admission that such item represents a material exception or a material fact, event or circumstance or that such item has had, would have or would reasonably be expected to its successors and permitted assignshave a Company Material Adverse Effect. When calculating The information contained in the period Company Disclosure Schedule is disclosed solely for purposes 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 will be excluded, and if the last day of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement no information contained in this Agreement will the Company Disclosure Schedule shall be given full, separate, and independent effect and that such provisions are cumulativedeemed to be an admission by the Company to any third party of any matter whatsoever (including any violation of Law or breach of Contract).

Mutual Drafting; Interpretation. (a) Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision. . (b) For purposes of this Agreement, whenever : (i) Unless the context otherwise requires: , references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto. (ii) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. (iii) 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”. (iv) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. (v) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (vi) Unless otherwise specifically indicated, all references to “dollars” or “$” shall refer to the lawful currency of the United States. (vii) The singular number will shall include the plural, and vice versa; the masculine gender will shall include the feminine and neuter genders; the feminine gender will shall include the masculine and neuter genders; and the neuter gender will shall include masculine and feminine genders. . (viii) As used in this Agreement, the words “include” and “including,” and variations thereof, will shall not be deemed to be terms of limitation, but rather will shall be deemed to be followed by the words “without limitation.” ” (ix) All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references . (x) The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement to “$” are intended to Agreement, shall refer to U.S. dollars. Except this Agreement as otherwise expressly provided herein, a whole and not to any Law defined particular section or referred to herein will refer to article in which such Law as amended and the rules and regulations promulgated thereunder. words appear. (xi) Unless otherwise specifically provided for herein, the term “or” will shall not be deemed to be exclusive. Documents, materials and information are deemed to have been “made available” to (a) Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Galaxy,” which is hosted by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly available, in each case, at least three (3) Business Days prior to the date of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice, including any COVID-19 Changes. References to “days” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. 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 will be excluded, and if the last day of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement will be given full, separate, and independent effect and that such provisions are cumulative.

Mutual Drafting; Interpretation. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number will shall include the plural, and vice versa; the masculine gender will shall include the feminine and neuter genders; the feminine gender will shall include the masculine and neuter genders; and the neuter gender will shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, will shall not be deemed to be terms of limitation, but rather will shall be deemed to be followed by the words “without limitation.” As used in this Agreement, references to a “party” or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement, unless the context requires otherwise. The words “made available to Parent” and words of similar import refer to documents (a) posted to the data room maintained by the Company or its Representatives in connection with the transactions contemplated by this Agreement, (b) delivered in person or electronically to Parent, Merger Sub or any of their respective Representatives or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the SEC, in each case, at least one (1) Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” will shall not be deemed to be exclusive. Documents, materials and information are deemed to have been “made available” to (a) Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Galaxy,” which is hosted by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly available, in each case, at least three (3) Business Days prior to the date of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice, including any COVID-19 Changes. References to “days” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. 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 will be excluded, and if the last day of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement will be given full, separate, and independent effect and that such provisions are cumulative.

Mutual Drafting; Interpretation. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number will shall include the plural, and vice versa; the masculine gender will shall include the feminine and neuter genders; the feminine gender will shall include the masculine and neuter genders; and the neuter gender will shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, will shall not be deemed to be terms of limitation, but rather will shall be deemed to be followed by the words “without limitation.” As used in this Agreement, references to a “party” or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement. The words “made available to Parent” and words of similar import refer to documents (i) posted to the data room maintained by the Company or its Representatives in connection with the transactions contemplated by this Agreement, (ii) delivered in person or electronically to Parent, Merger Sub or any of their respective Representatives or (iii) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least one (1) Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” will shall not be deemed to be exclusive. Documents, materials and information are deemed to have been “made available” to (a) Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Galaxy,” which is hosted by Datasite (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and publicly available, in each case, at least three (3) Business Days prior to the date of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice, including any COVID-19 Changes. References to “days” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. 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 will be excluded, and if the last day of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or warranty will limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement will be given full, separate, and independent effect and that such provisions are cumulative.