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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Articles” and “Schedules” are intended to refer to Sections, Articles and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references to United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather 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 (EXXXX) 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,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively.

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 shall will be construed as if drafted jointly by the parties, and no presumption or burden of proof shall 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 shall will include the plural, and vice versa, ; the masculine gender shall will include the feminine and neuter genders, ; the feminine gender shall will include the masculine and neuter genders genders; and the neuter gender shall will include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States 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” shall will not be deemed to be exclusive. Except as otherwise specifiedDocuments, (i) references to any statute shall be materials and information are deemed to refer have been “made available” to Parent and Merger Sub, if such statute as amended from time documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Galaxy New,” which is hosted by Datasite (xxx.xxxxxxxx.xxx) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available, in each case, at least three (3) Business Days prior to time and to any rules or regulations promulgated thereunder, (ii) references to any Person include the successors and permitted assigns date of that Person, and (iii) references from or through any date mean from and including or through and including, respectively.this Agreement. The phrase “ordinary course of

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. When a reference is made in this Agreement to a Section, Article, Exhibit or Schedule, such reference shall be to a Section, Article, Exhibit or Schedule of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. The words “hereof,” “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. References herein to a Person are also to such Person’s successors and permitted assigns. All references in this Agreement to “$” or other monetary amounts refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references As used in this Agreement Agreement, references to a “Sections,party” or the “Articles” and “Schedulesparties” are intended to refer to Sections, Articles and Schedules a party to this Agreement or the parties to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes. The words “hereofmade available,” “hereto,” “hereby,” “herein,” “hereunderprovided” and words of similar import, when used in this Agreement, shall import refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references to United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, documents (i) references posted to any statute shall be deemed to refer to such statute as amended from time to time the data room maintained by the Company or its Representatives in connection with the Transactions and to any rules hosted on Intralinks or regulations promulgated thereunder, (ii) references that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (EXXXX) database of the SEC, in each case, at least one (1) Business Day prior to any Person include the successors date of this Agreement and permitted assigns of that Person, were available and (iii) references from or through any date mean accessible to Parent and its Representatives on a continuous basis from and including or through and including, respectively.after such posting. 105

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits” and “SchedulesAnnexes” are intended to refer to Sections, Articles Sections of this Agreement and Schedules Exhibits and Annexes to this Agreement. Schedule A The Company Disclosure Letter and exhibits attached to this Agreement constitutes constitute a part of this Agreement and is 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 Section or article Article in which such words appear. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) references Disclosure of any item on the Company Disclosure Letter by reference to any statute particular Section or Subsection of this Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such statute other Section or Subsection is reasonably apparent from such disclosure or the context in which such disclosure is made. Except as amended from time otherwise indicated, “made available” or terms of similar import mean made available to time Parent and its advisors in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement at least one (1) day prior to any rules or regulations promulgated thereunder, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelyhereof.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The word “or” shall not be exclusive. Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A The schedules and exhibits attached to this Agreement constitutes constitute a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) references Disclosure of any item on the Company Disclosure Schedule by reference to any statute particular Section or Subsection of this Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the applicability of such disclosure to such statute as amended other Section or Subsection is reasonably apparent from time to time and to any rules such disclosure or regulations promulgated thereunder, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelycontext in which such disclosure is made.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather 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. Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except In this Agreement, when determining whether an item is “material” to Ouster or Velodyne, the term “material” shall be interpreted to mean, as otherwise specifiedapplicable, “material to the business of Ouster and its Subsidiaries, taken as a whole” or “material to the business of Velodyne and its Subsidiaries, taken as a whole.” As used in this Agreement, documents or other information or materials will be deemed to have been “made available” by a party if such documents, information or materials have been (i) references continuously made accessible to any statute shall be deemed to refer to such statute as amended from the other party by 12:00 p.m. Pacific time to time and to any rules on the date of this Agreement by means of a virtual data room; or regulations promulgated thereunder, (ii) references delivered or provided to any Person include the successors and permitted assigns other party’s outside counsel on an outside counsel only basis by 12:00 p.m. Pacific time on the date of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelythis Agreement.

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 shall will be construed as if drafted jointly by the parties, and no presumption or burden of proof shall 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 shall will include the plural, and vice versa, ; the masculine gender shall will include the feminine and neuter genders, ; the feminine gender shall will include the masculine and neuter genders genders; and the neuter gender shall will include masculine and feminine genders. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereofthereof and words of similar import, shall will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States 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” shall will not be deemed to be exclusive. Except The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision in this Agreement. The word “will” shall be construed to have the same meaning and effect as the word “shall.” References to days mean calendar days unless otherwise specified, (i) 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) references Disclosure of any item on the Company Disclosure Letter or the Parent Disclosure Letter by reference to any statute particular Section or Subsection of this Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such statute as amended from time to time and to any rules other Section or regulations promulgated thereunder, (ii) references to any Person include Subsection is reasonably apparent on the successors and permitted assigns face of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelysuch disclosure.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Articles”, “Exhibits” and “Schedules” are intended to refer to Sections, Articles Articles, Exhibits and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references to United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively.

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 shall will be construed as if drafted jointly by the parties, and no presumption or burden of proof shall 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 shall will include the plural, and vice versa, ; the masculine gender shall will include the feminine and neuter genders, ; the feminine gender shall will include the masculine and neuter genders genders; and the neuter gender shall will include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States 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” shall will not be deemed to be exclusive. Except as otherwise specifiedDocuments, (i) references to any statute shall be materials and information are deemed to refer have been “made available” to Parent and Merger Sub, if such statute as amended from time documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Galaxy New,” which is hosted by Datasite (xxx.xxxxxxxx.xxx) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available, in each case, at least three (3) Business Days prior to time and the date of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to any rules or regulations promulgated thereunderbe taken, (ii) references to by any Person include 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 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 Personis the reference date in calculating such period will be excluded, and (iii) references from 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 through any date mean from 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 including or through agreement contained in this Agreement will be given full, separate, and including, respectively.independent effect and that such provisions are cumulative. 8.12

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsArticles, Articles Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. Schedule A The schedules and exhibits attached to this Agreement constitutes constitute a part of this Agreement and is are incorporated herein for all purposes. The table of contents and headings set forth in this Agreement ae for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references to United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively. Other than any Company SEC Document publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval System, a document shall be deemed to have been “delivered”, “provided” or “made available” to Parent or Purchaser only if such document has been made available in the virtual data room established by the Company for the purposes of the transactions contemplated by this Agreement no later than 11:59 p.m. (Pacific Time) on February 10, 2017.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Articles” and “SchedulesAnnexes” are intended to refer to Sections, Articles Sections of this Agreement and Schedules Annexes to this Agreement. The Company Disclosure Schedule A and exhibits attached to this Agreement constitutes constitute a part of this Agreement and is 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 Section or article Article in which such words appear. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) references Disclosure of any item on the Company Disclosure Schedule by reference to any statute particular Section or Subsection of this Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such statute other Section or Subsection is reasonably apparent on the face of such disclosure. Except as amended from time otherwise indicated, “made available”, “provided to” or terms of similar import mean (i) made available to time Parent and its advisors in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement at least two Business Days prior to any rules the date hereof, or regulations promulgated thereunder, (ii) references as publicly filed or furnished by the Company with the SEC, in each case, at least two Business Days prior to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelyhereof.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsArticles, Articles Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. Schedule A The schedules and exhibits attached to this Agreement constitutes constitute a part of this Agreement and is are incorporated herein for all purposes. The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references to United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively. Solely for purposes of the representations and warranties contained in ARTICLE III, other than (x) any Company SEC Document publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval System and (y) the references in the first paragraph of Article III and Sections 3.2(c), 3.13(a), and 3.13(e), a document shall be deemed to have been “delivered”, “provided” or “made available” to Parent or the Purchaser only if such document has been made available in the virtual data room established by the Company for the purposes of the transactions contemplated by this Agreement no later than 11:59 p.m. (Pacific Time) on the date that is two (2) days prior to the date of this Agreement (it being understood, for the avoidance of doubt, that this interpretation provision shall not be applicable with respect any provision of this Agreement (other than ARTICLE III), including for purposes of determining the Marketing Period).

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather 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 (XXXXX) 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,” “Articles” " "Exhibits," "Annexes" and “"Schedules” " are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “"$” " are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “"or” " shall not be deemed to be exclusive. Except as otherwise specified, (i) 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively.8.12

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsArticles, Articles Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. Schedule A The schedules and exhibits attached to this Agreement constitutes constitute a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references to United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specifiedOther than any Company SEC Document publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval System, (i) references to any statute a document shall be deemed to refer have been “delivered”, “provided” or “made available” to Parent or Purchaser only if such statute as amended from time to time and to any rules or regulations promulgated thereunderdocument has been made available in the virtual data room established by the Company for the purposes of the transactions contemplated by this Agreement no later than 11:59 p.m. (Pacific Time) on February 23, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively2015.

Mutual Drafting; Interpretation. Each party hereto Party 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 shall be construed as if drafted jointly by the partiesParties, and no presumption or burden of proof 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 shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) All references to any statute shall be deemed to refer to such statute as amended from time to time Laws in this Agreement include all amendments, modifications or supplements thereto and to any all rules or regulations promulgated thereunder. The Excluded Entities shall not be deemed to be Subsidiaries of the Company or Company Subsidiaries for purposes of any representation, warranty, covenant, agreement or obligation of the Company hereunder (ii) references to including any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelycondition relating thereto).

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 shall will be construed as if drafted jointly by the parties, and no presumption or burden of proof shall 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 shall will include the plural, and vice versa, ; the masculine gender shall will include the feminine and neuter genders, ; the feminine gender shall will include the masculine and neuter genders genders; and the neuter gender shall will include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States 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” shall will not be deemed to be exclusive. Except as otherwise specifiedDocuments, (i) references to any statute shall be materials and information are deemed to refer have been “made available” to (a) Parent and Merger Sub, if such statute as amended from time 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 (xxx.xxxxxxxx.xxx) 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 (xxx.xxxxxxxx.xxx) 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 time and the date of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to any rules or regulations promulgated thereunderbe taken, (ii) references to by any Person include 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 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 Personis the reference date in calculating such period will be excluded, and (iii) references from 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 through any date mean from 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 including or through agreement contained in this Agreement will be given full, separate, and including, respectivelyindependent 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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather 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. Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “dollars” or “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except As used in this Agreement, the words “hereof,” “herein,” “hereby,” “hereunder” and words of similar import shall refer to this Agreement as otherwise specified, (i) references a whole and not to any statute shall be deemed particular provision of this Agreement. Any Contract or Law defined or referred to refer to herein means any such statute Contract or Law as amended from time to time and amended, modified or supplemented, unless otherwise specifically indicated. For the purposes of Article III of this Agreement, the term “made available”, with respect to any rules document or regulations promulgated thereunderitem made available to Parent and its Representatives, (ii) references shall mean such document or item has been made available to any Person include Parent and its Representatives in the successors and permitted assigns electronic data room maintained by the Company on or before 24 hours immediately prior to the date of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelythis Agreement.

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 shall be construed as if drafted jointly by the partiesParties, and no presumption or burden of proof 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 shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to 102 “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) references Disclosure of any item on the Company Disclosure Letter or the Parent Disclosure Letter by reference to any statute particular Section or Subsection of this Agreement shall be deemed to 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 from such disclosure or the context in which such disclosure is made. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to such statute this Agreement as amended a whole and not to any particular provision of this Agreement. References in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any rules section of any statute, rule or regulations promulgated thereunder, (ii) references regulation including any successor to any said section. References to a Person include the are also to its successors and permitted assigns of that Person, and (iii) references from assigns. All terms defined in this Agreement shall have the defined meanings when used in any certificate or through any date mean from and including other document made or through and including, respectivelydelivered pursuant thereto unless otherwise defined 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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather 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 (XXXXX) 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,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively.

Mutual Drafting; Interpretation. Each party hereto has jointly 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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.” " As used in this Agreement, the words "ordinary course of business" shall be deemed to be followed by the words "consistent with past practice". 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. Except as otherwise indicated, all references in this Agreement to “"Sections,” “Articles” " "Exhibits," "Annexes" and “"Schedules” " are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to All references in this Agreement constitutes a part of this Agreement and is incorporated herein to "dollars" "$" are intended to refer to U.S. dollars. Unless otherwise specifically provided for all purposesherein, the term "or" shall not be deemed to be exclusive. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when As used in this Agreement, the words "hereof," "herein," "hereby," "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular section provision of this Agreement. Any Contract or article in which Law defined or referred to herein means any such words appear. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references to United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except Contract or Law as otherwise specified, (i) references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules amended, modified or regulations promulgated thereundersupplemented, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelyunless otherwise specifically indicated.

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 shall will be construed as if drafted jointly by the parties, and no presumption or burden of proof shall 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 shall will include the plural, and vice versa, ; the masculine gender shall will include the feminine and neuter genders, ; the feminine gender shall will include the masculine and neuter genders genders; and the neuter gender shall will include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States 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” shall will not be deemed to be exclusive. Except as otherwise specifiedDocuments, (i) references to any statute shall be materials and information are deemed to refer have been “made available” to Parent and Merger Sub, if such statute as amended from time documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Galaxy New,” which is hosted by Datasite (xxx.xxxxxxxx.xxx) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available, in each case, at least three (3) Business Days prior to time and the date of this Agreement. The phrase “ordinary course of business” means an action taken, or omitted to any rules or regulations promulgated thereunderbe taken, (ii) references to by any Person include 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 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 Personis the reference date in calculating such period will be excluded, and (iii) references from 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 through any date mean from 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 including or through agreement contained in this Agreement will be given full, separate, and including, respectivelyindependent 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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather 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 (XXXXX) 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,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather 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. Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” or other monetary amounts are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as otherwise specifieda whole and not to any particular provision of this Agreement. In this Agreement, (i) references to any statute “as of the date hereof,” “as of the date of this Agreement” or words of similar import shall be deemed to refer mean “as of immediately prior to the execution and delivery of this Agreement.” The word “extent” in the phrase “to the extent” means the degree to which a subject or thing extends and such statute as amended from time phrase shall not simply mean “if.” Time periods within or following which any payment is to time be made or act is to be done under this Agreement shall be calculated by excluding the day on which the period commences and to any rules or regulations promulgated thereunder, (ii) references to any Person include including the successors and permitted assigns of that Personday on which the period ends, and (iii) references from or through any date mean from and including or through and including, respectivelyby extending the period to the next Business Day following if the last day of the period is not a Business Day.

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 shall will be construed as if drafted jointly by the parties, and no presumption or burden of proof shall 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 shall will include the plural, and vice versa, ; the masculine gender shall will include the feminine and neuter genders, ; the feminine gender shall will include the masculine and neuter genders genders; and the neuter gender shall will include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States 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” shall will not be deemed to be exclusive. Except as otherwise specifiedDocuments, (i) references to any statute shall be materials and information are deemed to refer have been “made available” to Parent and Merger Sub, if such statute as amended from time documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Balloon,” which is hosted by Donnelley Financial Solutions in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available, in each case, at least one (1) Business Day prior to time and the date of this Agreement. References to any rules or regulations promulgated thereunder, (ii) references “days” will mean “calendar days” unless expressly stated otherwise. References to any a Person include the are also to its successors and permitted assigns 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 Personis the reference date in calculating such period will be excluded. 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 (iii) references from or through any date mean from condition contained in this Agreement will be given full, separate, and including or through independent effect and including, respectivelythat 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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits” and “SchedulesAnnexes” are intended to refer to Sections, Articles Sections of this Agreement and Schedules Exhibits and Annexes to this Agreement. Schedule A The Company Disclosure Letter, Parent Disclosure Letter and exhibits attached to this Agreement constitutes constitute a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) references Disclosure of any item on the Company Disclosure Letter or Parent Disclosure Letter by reference to any statute particular Section or Subsection of this Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such statute as amended from time to time and to any rules other Section or regulations promulgated thereunder, (ii) references to any Person include Subsection is reasonably apparent on the successors and permitted assigns face of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelysuch disclosure.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Articles” and “Schedules” are intended to refer to Sections, Articles and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes. All references to Schedule A shall be deemed to refer to Schedule A as updated and delivered by the Stockholders in accordance with Section 4.6. 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references to United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) references Disclosure of any item on the Company Disclosure Schedule or the Parent Disclosure Schedule by reference to any statute particular Section or Subsection of this Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such statute as amended other Section or Subsection is reasonably apparent from time to time and to any rules such disclosure or regulations promulgated thereunder, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelycontext in which such disclosure is made.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Any reference to any Governmental Entity include any successor to the Governmental Entity and to any affiliate include any successor to the affiliate. Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A The schedules and exhibits attached to this Agreement constitutes constitute a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references to United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) The words “will” and “shall” and words of similar import when used in this Agreement shall mean a command. All references in this Agreement to any statute shall be deemed “$” are intended to refer to U.S. dollars. Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party having such statute right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as amended from time to time and a calendar day. With respect to any rules or regulations promulgated thereunderdetermination of any period of time, (ii) references to any Person include unless otherwise set forth herein, the successors and permitted assigns of that Person, and (iii) references from or through any date mean word “from” means “from and including or through including” and including, respectivelythe word “to” means “to but excluding.”

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesAnnexes” and “Schedules” are intended to refer to Sections, Articles Sections of this Agreement and Annexes and Schedules to this Agreement. Schedule A The schedules and annexes attached to this Agreement constitutes constitute a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) references to Disclosure in any statute section or subsection of the Company Disclosure Schedule shall be deemed disclosed with respect to refer all sections of this Agreement and all other sections or subsections of the Company Disclosure Schedule to the extent that the relevance of such disclosure to such statute as amended from time to time and to any rules other section or regulations promulgated thereunder, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelysubsection is reasonably apparent.

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 shall be construed as if drafted jointly by the partiesParties, and no presumption or burden of proof 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 shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) references Disclosure of any item on the Company Disclosure Letter or the Parent Disclosure Letter by reference to any statute particular Section or Subsection of this Agreement shall be deemed to 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 from such disclosure or the context in which such disclosure is made. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to such statute this Agreement as amended a whole and not to any particular provision of this Agreement. References in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any rules section of any statute, rule or regulations promulgated thereunder, (ii) references regulation including any successor to any said section. References to a Person include the are also to its successors and permitted assigns of that Person, and (iii) references from assigns. All terms defined in this Agreement shall have the defined meanings when used in any certificate or through any date mean from and including other document made or through and including, respectivelydelivered pursuant thereto unless otherwise defined 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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather 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. Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specifiedwith respect to the representations and warranties in Sections 3.3(a), 3.3(b), 4.3(a), 5.2 and 6.3, (i) all references in this Agreement to any statute “the date hereof” or “the date of this Agreement” shall be deemed to refer to such statute as amended from time to time the Original Execution Date and to any rules or regulations promulgated thereunder, (ii) references to any Person include the successors date on which the representations and permitted assigns warranties set forth in Article III, Article IV, Article V and Article VI are made shall not change as a result of that Person, the execution of this Agreement and (iii) references from or through any date mean from and including or through and including, respectivelyshall be made as of such dates as they were in the Original BCA.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits” and “SchedulesAnnexes” are intended to refer to Sections, Articles Sections of this Agreement and Schedules Exhibits and Annexes to this Agreement. Schedule A The Company Disclosure Letter and exhibits attached to this Agreement constitutes constitute a part of this Agreement and is 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 Section or article Article in which such words appear. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) references Disclosure of any item on the Company Disclosure Letter by reference to any statute particular Section or Subsection of this Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such statute other Section or Subsection is reasonably apparent on the face of such disclosure. Except as amended from time otherwise indicated, “made available”, “provided to” or terms of similar import mean (i) made available to time Parent and its advisors in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement at least two (2) Business Days prior to any rules the date hereof, or regulations promulgated thereunder, (ii) references as publicly filed or furnished by the Company with the SEC, in each case, at least two (2) Business Days prior to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelyhereof.

Mutual Drafting; Interpretation. Each party hereto has jointly 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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather 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. Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “dollars” or “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except As used in this Agreement, the words “hereof,” “herein,” “hereby,” “hereunder” and words of similar import shall refer to this Agreement as otherwise specified, (i) references a whole and not to any statute shall be deemed particular provision of this Agreement. Any Contract or Law defined or referred to refer to herein means any such statute Contract or Law as amended from time to time and to any rules amended, modified or regulations promulgated thereundersupplemented, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelyunless otherwise specifically indicated.

Mutual Drafting; Interpretation. Each party hereto Party has participated in the drafting of this Agreement, which each party Party acknowledges and agrees is the result of extensive negotiations between the partiesParties. If an ambiguity or question of intent or interpretation arises, to the fullest extent permitted by applicable Law, this Agreement shall will be construed as if drafted jointly by the partiesParties, and no presumption or burden of proof shall will 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 shall will include the plural, and vice versa, ; the masculine gender shall will include the feminine and neuter genders, ; the feminine gender shall will include the masculine and neuter genders genders; and the neuter gender shall will include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States 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” shall will not be deemed to be exclusive. Except The words “made available” mean, as otherwise specifiedit relates to documents or other materials, that the subject documents or other materials were either (i) references included in and available in the “Project Power” online datasite hosted by Intralinks (the “Datasite”) at least one Business Day prior 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectivelyhereof.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall Table of Contents be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsArticles, Articles Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. Schedule A The schedules and exhibits attached to this Agreement constitutes constitute a part of this Agreement and is are incorporated herein for all purposes. The table of contents and headings set forth in this Agreement ae for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references to United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively. Other than any Company SEC Document publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval System, a document shall be deemed to have been “delivered”, “provided” or “made available” to Parent or Purchaser only if such document has been made available in the virtual data room established by the Company for the purposes of the transactions contemplated by this Agreement no later than 11:59 p.m. (Pacific Time) on February 10, 2017.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, ; the masculine gender shall include the feminine and neuter genders, ; the feminine gender shall include the masculine and neuter genders genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsSections of this Agreement and Exhibits, Articles Annexes and Schedules to this Agreement. Schedule A The schedules and exhibits attached to this Agreement constitutes constitute a part of this Agreement and is 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references intended to United States refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively.

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 shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa, the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “ArticlesExhibits,” “Annexes” and “Schedules” are intended to refer to SectionsArticles, Articles Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. Schedule A The schedules and exhibits attached to this Agreement constitutes constitute a part of this Agreement and is are incorporated herein for all purposes. The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. 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. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are references to United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, (i) 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, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively.. Solely for purposes of the representations and warranties contained in ARTICLE III, other than (x) any Company SEC Document publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval System and (y) the references in the first paragraph of Article III and Sections 3.2(c), 3.13(a), and 3.13(e), a document shall be deemed to have been “delivered”, “provided” or “made available” to Parent or the Purchaser only if such document has been made available in the virtual data room established by the Company for the purposes of the transactions contemplated by this Agreement no later than 11:59 p.m. (Pacific Time) on the date that is two (2) days prior to the date of this Agreement (it being understood, for the avoidance of doubt, that this