Common use of Interpretation and Rules of Construction Clause in Contracts

Interpretation and Rules of Construction. The headings contained in this Agreement and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to “this Agreement” shall include the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, any Exhibit or any certificate or other document made or delivered pursuant to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and “including” shall be deemed, in each case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “dollars” or “$” shall refer to the lawful currency of the United States. Unless the context requires otherwise (i) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (v) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “days” shall be to calendar days unless otherwise indicated as a “Business Day” and (iii) all days, business days, times and time periods contemplated by this Agreement will be determined by reference to Eastern Time. Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the fourth decimal place, except in respect of payments, which shall be rounded down to the nearest whole United States cent.

Interpretation and Rules of Construction. The headings contained This Agreement is the product of negotiations among the Parties, and the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement or any portion hereof, shall not be effective in regard to the interpretation hereof. Each Party was represented by counsel during the negotiations and drafting of this Agreement and continue to be represented by counsel and, therefore, waive the application of any law, regulation, holding or rule of construction (i) providing that ambiguities in an agreement or other document shall be construed against the table party drafting such agreement or document or (ii) any Party with a defense to the enforcement of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to “this Agreement” shall include the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are hereby incorporated in and made a part terms of this Agreement as if set forth in full in against such Party based upon lack of legal counsel. Unless the context of this Agreement. Any Agreement otherwise requires, (i) words using the singular or plural number also include the plural or singular number, respectively, (ii) the terms used in the Company Disclosure Letter, any Exhibit “hereof,” “herein,” “hereby,” and derivative or any certificate or other document made or delivered pursuant similar words refer to this Agreement but not otherwise defined therein shall have entire Agreement, (iii) the meaning as defined in this Agreement. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes,” and “including” when used herein shall be deemed, deemed in each case, case to be followed by the phrase words “without limitation” and (iv) the word “or” shall not be exclusive and shall be read to mean “and/or.” The word “extentWriting,” “written,” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in the phrase a visible form, and any requirement that any notice, consent or other information shall be provided “to the extentin writing” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references include e-mail. Any reference to “dollarsbusiness day” means any day other than a Saturday, a Sunday, or “$” shall refer to the lawful currency any other day on which banks located in New York, New York are closed for business as a result of the United States. Unless the context requires otherwise (i) federal, state or local holiday and any definition of or other reference to a day means a calendar day. If any Contract, instrument or other document or any Law in provision of this Agreement shall be construed held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, in whole or in part, the remaining provisions shall remain in full force and effect. Upon any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as referring to such Contract, instrument or other document or Law effect the original intent of the Parties as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (v) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “days” shall be to calendar days unless otherwise indicated as a “Business Day” and (iii) all days, business days, times and time periods contemplated by this Agreement will be determined by reference to Eastern Time. Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the fourth decimal place, except in respect of payments, which shall be rounded down to the nearest whole United States centgreatest extent possible.

Interpretation and Rules of Construction. The headings contained (a) In this Agreement, except to the extent otherwise provided or the context otherwise requires: (i) when a reference is made in this Agreement and in to an Article, Section, or Exhibit, such reference is to an Article or Section of, or an Exhibit to, this Agreement; (ii) the table of contents to and headings of this Agreement are for reference purposes only and shall do not affect in any way the meaning or interpretation of this Agreement. References to “this Agreement” shall include ; (iii) whenever the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, any Exhibit or any certificate or other document made or delivered pursuant to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and or “including” shall be deemedare used in this Agreement, in each case, they are deemed to be followed by the phrase words “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “dollars” or “$” shall refer to the lawful currency of the United States. Unless the context requires otherwise ”; (i) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iiiiv) the words “hereinhereof,” “hereofherein” and “hereunder,” and words of similar import, shall be construed to when used in this Agreement, refer to this Agreement in its entirety as a whole and not to any particular provision hereof, of this Agreement; (ivv) all references terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein; (vi) the definitions contained in this Agreement are applicable to Articlesthe singular as well as the plural forms of such terms; (vii) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; (viii) the phrase “directly or indirectly” means directly, Sections or indirectly through one or more intermediate Persons or through contractual or other legal arrangements, and Exhibits “direct or indirect” has the correlative meaning; (ix) a reference to any document (including this Agreement) is to that document as amended, consolidated, supplemented, novated or replaced prior to the date hereof; (x) references to a Person are also to its successors and permitted assigns; (xi) a reference to any legislation or to any provision of any legislation shall be construed include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation; (xii) a reference to a number of days, such number shall refer to Articles and Sections ofcalendar days unless Business Days are specified; (xiii) when calculating the period of time before which, and Exhibits towithin which or following which, any act is to be done or step taken pursuant to this Agreement, unless otherwise indicated, (v) references to clauses without a cross-the date that is the reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement in calculating such period shall be construed without regard to any presumption or rule requiring construction or interpretation against excluded (if the party hereto drafting or causing any instrument last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day); (xiv) the use of “or” is not intended to be drafted. The parties hereto have participated jointly exclusive unless expressly indicated otherwise; (xv) the language used in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as deemed to be the language chosen jointly drafted by the parties hereto to express their mutual intent and no presumption or burden rule of proof strict construction shall arise favoring or disfavoring be applied against any party hereto by virtue party; and (xvi) references to sums of money are expressed in lawful currency of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “days” shall be to calendar days unless otherwise indicated as a “Business Day” and (iii) all days, business days, times and time periods contemplated by this Agreement will be determined by reference to Eastern Time. Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the fourth decimal place, except in respect of payments, which shall be rounded down to the nearest whole United States centof America, and “$” refers to U.S. dollars.

Interpretation and Rules of Construction. The headings contained in this Agreement and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to “this Agreement” shall include the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, any Exhibit or any certificate or other document made or delivered pursuant to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall.” The words “or,” “neither,” “nor” and “either” are not exclusive. The words “include,” “includes” and “including” shall be deemed, in each case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “dollars” or “$” shall refer to the lawful currency of the United States. Unless the context requires otherwise (i) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (v) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “days” shall be to calendar days unless otherwise indicated as a “Business Day” and (iii) all days, business days, times and time periods contemplated by this Agreement will be determined by reference to Eastern Time. Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the fourth decimal place, except in respect of payments, which shall be rounded down to the nearest whole United States cent.

Interpretation and Rules of Construction. When a reference is made in this Agreement to an Annex, an Exhibit, an Article or a Section, such reference shall be to an Annex, an Exhibit, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to Whenever the words “this Agreementinclude”, “includes” shall include the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement “including” are hereby incorporated in and made a part of this Agreement as if set forth in full used in this Agreement. Any terms used in the Company Disclosure Letter, any Exhibit or any certificate or other document made or delivered pursuant to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” they shall be construed deemed to have be followed by the same meaning as the word words “shallwithout limitation.” The words “include,” hereof”, “includeshereto”, “hereby”, “herein” and “includinghereunder” and words of similar import when used in this Agreement shall be deemedrefer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to the Parent Entities or the Merger Subs prior to the date hereof, if such documents, materials or information were at least one day prior to the date hereof (a) available for review by such Person and its Representatives through the electronic data room entitled “Project Wildcat”, which is hosted by Venue in each caseconnection with the Transactions, (b) disclosed in a SEC Document filed and publicly available or (c) otherwise provided by or on behalf of the Company in writing to be followed by the phrase Parent Entities, the Merger Subs or their respective Representatives. The term “without limitation.or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “dollars” or “$” shall refer to the lawful currency of the United States. Unless the context requires otherwise (i) any definition of or reference to any Contract, instrument or other document or any Law The definitions contained in this Agreement shall be construed are applicable to the singular as referring well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such Contract, instrument term. Any Contract or other document Law defined or referred to herein means such Contract or Law as from time to time amended, supplemented modified or supplemented, unless otherwise modifiedspecifically indicated, including comparable successor law and references any Law referred to herein shall be deemed to also refer to all attachments thereto rules and instruments incorporated thereinregulations promulgated thereunder. All accounting terms used and not defined herein have the respective meanings given to them under GAAP, but only except to the extent, in extent otherwise specifically indicated or that the case context otherwise requires. References to the “ordinary course of any amendment, supplement or other modification business” refers to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section ordinary course of business of the Company Disclosure LetterEntities and the Company Subsidiaries, (ii) any reference in this Agreement taken as a whole, consistent with past practice. References to any a Person shall be construed are also to include such Person’s its successors and permitted assigns. If the last day of a period of time before which, (iii) within which or following which any act is to be done or step taken pursuant to this Agreement is not a Business Day, the words period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “herein,” “hereofdollars” and “hereunder,$” will be deemed references to the lawful money of the United States of America. Each of the parties has participated in the drafting and words negotiation of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (v) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event If an ambiguity or question of intent or interpretation arises, this Agreement shall must be construed as jointly if it is drafted by all the parties hereto hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of the provisions of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references References to “days” shall mean “calendar days” unless expressly stated otherwise. Whenever this Agreement requires the Merger Subs to take any action, such requirement shall be deemed to include an undertaking on the part of the Parent Entities to cause the Merger Subs to take such action. All references herein to “parties” shall be to calendar days the parties hereto unless the context shall otherwise indicated as require. Decisions made in a party’s “Business Daysole discretion” and (iii) all daysmay be taken for any reason or no reason. Notwithstanding anything herein to the contrary, business dayswhenever any consent, times and time periods contemplated by approval, waiver or notice is to be given under this Agreement will by (i) the Parent Entities, such consent, approval, waiver or notice shall be determined given by reference Holdco Parent or (ii) the Company Entities, such consent, approval, waiver or notice shall be given by the Company. Any action or decision the Company Entities that expressly requires the consent or approval of the Executive Committee and any determination of the Company Entities to Eastern Time. Unless indicated otherwise, all mathematical calculations contemplated be expressly made by the Executive Committee pursuant to this Agreement or any of the other documents entered into in connection herewith shall be rounded deemed to require the fourth decimal placeunanimous consent, except in respect approval or determination of payments, which shall be rounded down to the nearest whole United States centExecutive Committee.

Interpretation and Rules of Construction. The headings contained In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) when a reference is made in this Agreement and in to an Article, Section, sub-Section or Schedule, such reference is to the table of contents to corresponding Article, Section or sub-Section of, or Schedule to, this Agreement unless otherwise indicated; (b) the headings for this Agreement are for reference purposes only and shall do not affect in any way the meaning or interpretation of this Agreement. References to ; (c) whenever the words “include”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (d) the words “hereof”, “herein” shall include the Company Disclosure Letter. All Exhibits annexed and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement or referred as a whole and not to any particular provision of this Agreement; (e) the term “executive officer” has the meaning given to such term in Rule 3b-7 under the Exchange Act; (f) all terms defined in this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreement. Any terms have the defined meanings when used in the Company Disclosure Letter, any Exhibit or any certificate or other document made or delivered pursuant to this Agreement but not hereto, unless otherwise defined therein shall have therein; (g) the meaning as defined in this Agreement. The definitions of terms contained in this Agreement shall apply equally are applicable to the singular and as well as the plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and “including” shall be deemed, in each case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “dollars” or “$” shall refer to the lawful currency of the United States. Unless the context requires otherwise terms; (ih) any definition of Law defined or reference referred to herein or in any Contract, agreement or instrument or other document or any Law in this Agreement shall be construed as referring that is referred to herein means such Contract, instrument or other document or Law as from time to time amended, supplemented modified or otherwise modifiedsupplemented, including by succession of comparable successor law and Laws; (i) references to all attachments thereto and instruments incorporated therein, but only a person are also to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, (ii) any reference in this Agreement to any Person shall be construed to include such Person’s its successors and permitted assigns, ; (iiij) the words use of “herein,or” “hereof” and “hereunder,” and words of similar import, shall is not intended to be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, exclusive unless otherwise indicated, (v) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection expressly indicated otherwise; and (vik) references from or through any date the masculine gender shall mean, unless otherwise specified, from include the feminine and including or through neuter genders; the feminine gender shall include the masculine and including, respectively. This Agreement neuter genders; and the neuter gender shall be construed without regard to any presumption or rule requiring construction or interpretation against include the party hereto drafting or causing any instrument to be draftedmasculine and feminine genders. The parties hereto have participated jointly agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent construction or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken No summary of this Agreement prepared by or on a day behalf of any party will affect the meaning or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “days” shall be to calendar days unless otherwise indicated as a “Business Day” and (iii) all days, business days, times and time periods contemplated by interpretation of this Agreement will be determined by reference to Eastern Time. Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the fourth decimal place, except in respect of payments, which shall be rounded down to the nearest whole United States centAgreement.

Interpretation and Rules of Construction. The headings contained In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) words used in this Agreement, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires; (b) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated; (c) the titles and in the table headings of contents to this Agreement are for reference purposes only and shall do not affect in any way the meaning or interpretation of this Agreement. References to ; (d) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (e) the words “hereof,” shall include the Company Disclosure Letter. All Exhibits annexed “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement or referred as a whole and not to any particular provision of this Agreement, unless otherwise specified; (f) all terms defined in this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreement. Any terms have the defined meanings when used in the Company Disclosure Letter, any Exhibit or any certificate or other document made or delivered pursuant to this Agreement but not hereto, unless otherwise defined therein shall have therein; (g) the meaning as defined in this Agreement. The definitions of terms contained in this Agreement shall apply equally are applicable to the singular and as well as the plural forms of the terms defined. Whenever the context may requiresuch terms; (h) references to a Person are also to its successors and permitted assigns; (i) references to dollars or $ shall, any pronoun shall include the corresponding masculineunless otherwise stated herein, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and “including” shall be deemed, in each case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “dollars” or “$” shall refer to the lawful legal currency of the United States. Unless the context requires otherwise ; and (ij) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) whenever the words “herein,day” or “hereofdays” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement are used in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (v) references they are deemed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “days” shall be refer to calendar days unless otherwise indicated as a “expressly stated to be Business Day” and Days. (iii) all days, business days, times and time periods contemplated by this Agreement will be determined by reference to Eastern Time. Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the fourth decimal place, except in respect of payments, which shall be rounded down to the nearest whole United States cent.SIGNATURE PAGE FOLLOWS)

Interpretation and Rules of Construction. The headings contained In this Agreement, except to the extent otherwise expressly provided in this Agreement and or if the context otherwise requires: (a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement; (b) the table of contents to and headings for this Agreement are for reference purposes only and shall do not affect in any way the meaning or interpretation of this Agreement. References to ; (c) (i) the terms “this Agreementhereof,” shall include the Company Disclosure Letter. All Exhibits annexed “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits thereto, (ii) the terms “thereof,” “therein,” “thereby,” “thereto” and derivative or similar words refer to the portions of this Agreement or referred to which the context refers, including the Schedules and Exhibits thereto, (iii) the terms “include,” “includes,” “including” and words of similar import when used in this Agreement are hereby incorporated mean “including, without limitation”, (iv) the term “any” means “any and all” and (v) the term “or” will not be exclusive and will mean “and/or”; (d) all terms defined in and made a part of this Agreement as if set forth in full in this Agreement. Any terms have the defined meanings when used in the Company Disclosure Letter, any Exhibit or any certificate or other document made or delivered pursuant to this Agreement but not hereto, unless otherwise defined therein shall have therein; (e) whenever the meaning as defined context requires, words in this Agreement. The definitions of terms in this Agreement shall apply equally to the singular will be held to include the plural and plural forms vice versa, and words of one gender will be held to include the terms defined. Whenever other gender as the context may requirerequires; (f) when calculating the period of time within which or following which any act is to be done or step taken, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” date that is the reference day in calculating such period shall be construed to have excluded and, if the same meaning as last day of such period is not a Business Day, the word “shall.” The words “include,” “includes” and “including” period shall be deemed, in each case, to be followed by end on the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which next day that is a subject or other thing extends, and such phrase shall not mean simply “if.” All Business Day; (g) references to “dollarsapplicable” Law or “$” shall refer Laws with respect to a particular Person, thing or matter means only such Law or Laws as to which the lawful currency of the United States. Unless the context requires otherwise (i) any definition of Governmental Authority that enacted or reference promulgated such Law or Laws has jurisdiction over such Person, thing or matter; references to any Contractstatute, instrument rule, regulation, agreement or other document or any Law in this Agreement shall form will be construed as referring deemed to include references to such Contractstatute, instrument rule, regulation, agreement or other document form as amended, modified, supplemented or Law as replaced from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent(and, in the case of any amendmentstatute, supplement or other modification to include any Contract, instrument or other document listed in the Company Disclosure Letter, that rules and regulations promulgated under such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections ofstatute), and Exhibits to, this Agreement, unless otherwise indicated, (v) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “days” shall be any section of any statute, rule, regulation or form include any successor to calendar days unless otherwise indicated as a “Business Day” and (iii) all days, business days, times and time periods contemplated by this Agreement will be determined by reference to Eastern Time. Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the fourth decimal place, except in respect of payments, which shall be rounded down to the nearest whole United States cent.such section;

Interpretation and Rules of Construction. The headings contained In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) when a reference is made in this Agreement and in to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or Exhibit or Schedule to, this Agreement unless otherwise indicated; (b) the table of contents to and headings in this Agreement are for reference purposes only and shall do not affect in any way the meaning or interpretation of this Agreement. References to “this Agreement” shall include ; (c) whenever the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, any Exhibit or any certificate or other document made or delivered pursuant to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and or “including” shall be deemedare used in this Agreement, in each case, they are deemed to be followed by the phrase words “without limitation.” The word “extent” in limiting 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 references to “dollars” or “$” shall refer to the lawful currency generality of the United States. Unless the context requires otherwise foregoing” unless expressly provided otherwise; (id) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement “or” shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case inclusive sense of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, “and/or”; (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iiie) the words “hereinhereof,” “hereofherein” and “hereunder,” and words of similar import, shall be construed to when used in this Agreement, refer to this Agreement in its entirety as a whole and not to any particular provision hereofof this Agreement, except to the extent otherwise specified; (ivf) all references herein to “$” or dollars shall refer to United States dollars; (g) no specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty; (h) it is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative; (i) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” and shall refer to business similar in nature and magnitude to actions customarily taken without any authorization by the board of directors in the course of normal day-to-day operations, subject to any commercially reasonable modifications to past practice made in good faith to respond to the actual or anticipated effects of COVID-19 or any COVID-19 Measures; (j) references to a Person are also to its successors and permitted assigns; (k) except as otherwise expressly provided herein, all references in this Agreement to Articlesany statute include the rules and regulations promulgated thereunder, Sections in each case as amended, re-enacted, consolidated or replaced from time to time and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreementalso include, unless the context otherwise indicatedrequires, (v) references to clauses without a cross-reference to a Section all applicable guidelines, bulletins or subsection are references to clauses within the same Section or, if more specific, subsection policies made in connection therewith; and (vil) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The parties hereto have participated jointly definitions contained in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “days” shall be to calendar days unless otherwise indicated as a “Business Day” and (iii) all days, business days, times and time periods contemplated by this Agreement will be determined by reference to Eastern Time. Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded are applicable to the fourth decimal place, except in respect singular as well as the plural forms of payments, which shall be rounded down to the nearest whole United States cent.such terms. 12 \\DC - 769032/000001 - 15587362 v40

Interpretation and Rules of Construction. The headings contained In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) when a reference is made in this Agreement and in to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement; (b) the table of contents to and headings for this Agreement are for reference purposes only and shall do not affect in any way the meaning or interpretation of this Agreement. References to “this Agreement” shall include ; (c) whenever the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, any Exhibit or any certificate or other document made or delivered pursuant to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and or “including” shall be deemedare used in this Agreement, in each case, they are deemed to be followed by the phrase words “without limitation.”; (d) the words “hereof,” The “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) all terms defined in this Agreement have the defined meanings when used in any certificate or any other document delivered or made available pursuant hereto, unless otherwise defined therein; (f) references to “day” or “days” are to calendar days; (g) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; 12 (h) 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 shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day; (j) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if.;” All references to (k) the word “dollars” or “$or” shall refer to the lawful currency of the United States. Unless the context requires otherwise not be exclusive; (il) any definition of or reference to any Contractagreement, instrument or other document statute defined or referred to herein or in any Law in this Agreement shall be construed as referring agreement or instrument that is referred to herein means such Contractagreement, instrument or other document or Law statute as from time to time amended, supplemented modified or otherwise modifiedsupplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor law statutes and references to all attachments thereto and instruments incorporated therein, but only to therein and the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent rules and is also listed on the appropriate section of the Company Disclosure Letter, regulations promulgated thereunder; and (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (vm) references to clauses without a cross-reference to a Section or subsection sums of money are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The parties hereto have participated jointly expressed in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue lawful currency of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “days” shall be to calendar days unless otherwise indicated as a “Business Day” and (iii) all days, business days, times and time periods contemplated by this Agreement will be determined by reference to Eastern Time. Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the fourth decimal place, except in respect of payments, which shall be rounded down to the nearest whole United States cent.of America, and “$” refers to U.S. dollars. ARTICLE II

Interpretation and Rules of Construction. The headings contained in this Agreement and in Except as otherwise specified to the table of contents to this Agreement are contrary, for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References , the following rules of interpretation shall apply: (a) a reference to “a Section, Article, Exhibit, Annex or Schedule shall mean a Section or Article of, or Annex, Schedule or Exhibit to, this Agreement, unless another agreement is specified, (b) the words “including” shall include the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, any Exhibit or any certificate or other document made or delivered pursuant to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “willinclude” shall be construed to have the same meaning as “including without limitation” or “include without limitation,” as the word case may, (c) references to a particular statute or regulation shall include all rules and regulations thereunder and any predecessor or successor statute, rules or regulations, in each case as amended or otherwise modified from time to time, (d) words in the singular or plural form shall include the plural and singular form, respectively, (e) references to gender shall include both genders, (f) words such as “shall.” The words “includeherein,” “includeshereof,” and “includinghereunder” shall be deemedrefer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires, in each case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All (g) references to “dollars” or “$” shall refer to the lawful currency of the United States. Unless the context requires otherwise (i) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, (ii) any reference in this Agreement to any a particular Person shall be construed to include such Person’s successors and permitted assigns, (iii) assigns to the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and extent not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, prohibited by this Agreement, unless otherwise indicated, (vh) references to clauses without a cross-reference documents or other materials “provided” or “made available” to a Section Buyer or subsection are references similar phrases shall mean that such documents or other materials were present at least two Business Days prior to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, (and continue to be so present) in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto electronic data room to which Buyer and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwiseits Representatives have access, (i) any action required accounting terms shall have the meanings given to be taken them by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business dayGAAP (unless otherwise specified), (iij) all references to “days$” shall be deemed references to United States dollars, (k) the words “or,” “any” or “either” shall not be exclusive, (l) references to any Contract shall mean as amended, supplemented or modified, (m) the word “day” shall mean a calendar days day (unless otherwise indicated as specified), and (n) when calculating periods of time before which, within which or following which any act is to be done pursuant to this Agreement, the date that is the reference date in calculating that period shall be excluded, and if the last day of such period is a “non-Business Day” , the period in question shall end on the next succeeding Business Day. Unless otherwise specified herein, (i) each representation, warranty or obligation of a Group Company set forth in this Agreement is a several, and not joint, representation, warranty or obligation of the applicable Group Company and (iiiii) all dayseach representation, business days, times and time periods contemplated by warranty or obligation of a Seller or the Sellers set forth in this Agreement will be determined by reference to Eastern Time. Unless indicated otherwiseis a several, all mathematical calculations contemplated by this Agreement shall be rounded to and not joint, representation, warranty or obligation of the fourth decimal place, except in respect of payments, which shall be rounded down to the nearest whole United States centapplicable Seller.

Interpretation and Rules of Construction. The headings contained in this Agreement and Agreement, in the table of contents to this Agreement any Exhibit or Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to “this Agreement” shall include the Company Disclosure Letter. All Schedules or Exhibits annexed to this Agreement hereto or referred to in this Agreement herein are hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreementherein. Any terms used in In the Company Disclosure Letterevent that an ambiguity or a question of intent or interpretation arises, any Exhibit or any certificate or other document made or delivered pursuant to this Agreement but not otherwise defined therein shall have be construed as if drafted jointly by the meaning as defined in parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. The definitions of the terms in this Agreement herein shall apply equally to the singular and the plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and “including” shall be deemed, in each case, deemed to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extentshall” shall mean be construed to have the degree to which a subject or other thing extends, same meaning and such phrase shall not mean simply effect as the word “ifwill.” All references to “dollars” or “$” shall refer to the lawful currency of the United States. Unless the context requires otherwise (i) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement herein shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification modified (subject to any Contractrestrictions on such amendments, instrument supplements or other document listed modifications set forth herein or otherwise set forth in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letterdocument), (ii) any reference in this Agreement herein to any Person shall be construed to include such the Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) “day” shall mean calendar day, unless “Business Day” is expressly used, and (v) all references in this Agreement herein to Articles, Sections and Sections, Schedules or Exhibits shall be construed to refer to Articles and Sections ofArticles, and Sections, Schedules or Exhibits to, this Agreement, unless otherwise indicated, (v) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwiseThe terms “dollars” and “US$” shall mean United States dollars, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all but references to “days” amounts in US$ shall be to calendar days unless otherwise indicated also mean, as a “Business Day” and (iii) all daysapplicable, business days, times and time periods contemplated by this Agreement will be determined by reference to Eastern Time. Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the fourth decimal place, except in respect equivalent amount of payments, which shall be rounded down to the nearest whole United States centother currencies.

Interpretation and Rules of Construction. The headings contained In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) words used in this Agreement, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires; (b) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated; (c) the titles and in the table headings of contents to this Agreement are for reference purposes only and shall do not affect in any way the meaning or interpretation of this Agreement. References to ; (d) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (e) the words “hereof,” shall include the Company Disclosure Letter. All Exhibits annexed “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement or referred as a whole and not to any particular provision of this Agreement, unless otherwise specified; (f) all terms defined in this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreement. Any terms have the defined meanings when used in the Company Disclosure Letter, any Exhibit or any certificate or other document made or delivered pursuant to this Agreement but not hereto, unless otherwise defined therein shall have therein; (g) the meaning as defined in this Agreement. The definitions of terms contained in this Agreement shall apply equally are applicable to the singular and as well as the plural forms of the terms defined. Whenever the context may requiresuch terms; (h) references to a Person are also to its successors and permitted assigns; (i) references to dollars or $ shall, any pronoun shall include the corresponding masculineunless otherwise stated herein, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and “including” shall be deemed, in each case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “dollars” or “$” shall refer to the lawful legal currency of the United States. Unless the context requires otherwise ; and (ij) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) |US-DOCS\131332066.10|| whenever the words “herein,day” or “hereofdays” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement are used in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (v) references they are deemed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “days” shall be refer to calendar days unless otherwise indicated as a “expressly stated to be Business Day” and Days. (iii) all days, business days, times and time periods contemplated by this Agreement will be determined by reference to Eastern Time. Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the fourth decimal place, except in respect of payments, which shall be rounded down to the nearest whole United States cent.SIGNATURE PAGE FOLLOWS)