Common use of Headings; Interpretation Clause in Contracts

Headings; Interpretation. (a) The Parties hereto have participated collectively in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted collectively by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United States.

Headings; Interpretation. (a) The Parties hereto have participated collectively in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted collectively by the Parties heretoParties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewithhereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11July 28, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United States.

Headings; Interpretation. (a) The Parties hereto have participated collectively section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the negotiation and drafting meaning or interpretation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, Each reference in this Agreement to a Section, Exhibit or Schedule, unless otherwise indicated, shall be construed mean a Section of this Agreement or an Exhibit or a Schedule attached to this Agreement, respectively. All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if drafted collectively by the Parties heretoset forth in full herein. References herein to “days,” unless otherwise indicated, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) are to consecutive calendar days. The words “hereof,” “herein,” “hereby,hereto” and “hereunder” and “herewith” and words of similar like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articlesThe captions, sectionsheadings and the division of this Agreement into Sections and other subdivisions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, paragraphs and schedules are to shall have the articles, sections and paragraphs of, and schedules to, meaning as defined in this Agreement, unless otherwise specified, and the headings . Any singular term in this Agreement are for reference purposes only shall be deemed to include the plural, and shall not affect in any way plural term the meaning or interpretation of this Agreementsingular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation.,” Words describing the singular number shall be deemed to include the plural and vice versa, whether or not they are in fact followed by those words denoting any gender shall be deemed to include all genders, or words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assignsof like import. The term “orWriting,” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrases “the date of this Agreementwritten” and “the date hereof” and comparable terms or phrases of similar import shall be deemed to refer to February 11printing, 2019, unless the context requires otherwisetyping and other means of reproducing words (including electronic media) in a visible form. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references References to any statute shall be deemed to refer to such statute, statute as amended, amended from time to time and to any rules or regulations promulgated thereunder. References to any Contract are to that agreement or contract as amended, modified or supplemented from time to time in each caseaccordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, as of such date)unless otherwise specified, from and including or through and including, respectively. All references References to “dollarslaw,” “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. Both Parties have participated substantially in the negotiation and drafting of this Agreement and agree that no ambiguity herein should be construed against the draftsman. References to a “corporation” or “$company” refer shall be construed so as to currency of the United Statesinclude any corporation, company, or other body corporate, wherever and however incorporated or established.

Headings; Interpretation. (a) The Parties hereto have participated collectively in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted collectively by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the headings used in this Agreement are used for convenience of reference purposes only and are not to be considered part of, or affect the interpretation of, this Agreement. When a reference is made in this Agreement to a Section or Schedule, such reference shall not affect in any way the meaning be to a Section or interpretation Schedule of this AgreementAgreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation.” Words describing The words “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the singular number shall be deemed Schedules) and not to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrases “the date particular provision of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless Unless otherwise indicated specified in this Agreement, the term “dollars” and the symbol “$” mean U.S. dollars for purposes of this Agreement and all terms defined amounts in this Agreement shall have be paid in U.S. dollars. The definitions contained in this Agreement are applicable to the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinsingular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Law agreement, instrument or statute, rule or regulation defined or referred to herein or in any agreement or instrument that is referred to herein this Agreement means such Law agreement, instrument or statute, rule or regulation as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references statutes. Any reference to any statute shall be deemed to refer to such statutesection under the 1933 Act or 1934 Act, as amended, and to or any rules or regulations rule promulgated thereunder, in each caseshall include any publicly available interpretive releases, as policy statements, staff accounting bulletins, staff accounting manuals, staff legal bulletins, staff “no-action,” interpretive and exemptive letters, and staff compliance and disclosure interpretations (including “telephone interpretations”) of such date)section or rule by the Commission. All references to “dollars” or “$” refer to currency Each of the United Statesparties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it were drafted by each of the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

Headings; Interpretation. (a) The Parties hereto have participated collectively in Headings of the negotiation Articles and drafting Sections of this Agreement. In Agreement are for convenience of the event an ambiguity or question of intent or interpretation arises, this Agreement parties only and shall be construed as if drafted collectively by the Parties hereto, and given no presumption substantive or burden interpretive effect whatsoever. The table of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer contents to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the headings in this Agreement are is for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation.” Words describing the singular number The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term mean “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “ifand/or.” The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto thereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Law agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such Law agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor Laws (provided that for purposes statutes and references to all attachments thereto and instruments incorporated therein. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any representations and warranties contained of the provisions of this Agreement. References in this Agreement that are made as to specific laws or to specific provisions of a specific date or dates, references to any statute laws shall be deemed to refer to such statute, as amended, include all rules and to any rules or regulations promulgated thereunder. Each party to this Agreement has or may have set forth information in its respective disclosure schedule in a section of such disclosure corresponding to the applicable sections of this Agreement to which such disclosure applies. The fact that any item of information is disclosed in a disclosure schedule to this Agreement shall not constitute an admission by such party that such item is material, in each casethat such item has had or would have a ▇▇▇▇▇▇ Material Adverse Effect or Parent Material Adverse Effect, as applicable, or that the disclosure of such date). All references be construed to “dollars” or “$” refer mean that such information is required to currency of the United Statesbe disclosed by this Agreement.

Headings; Interpretation. (a) The Parties hereto have participated collectively in the negotiation and drafting title of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted collectively by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the section and paragraph headings contained in this Agreement are inserted for reference purposes convenience only and shall not affect in any way the meaning or interpretation of any of the terms or provisions of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “orthis Agreement” is not exclusiveor “this agreement” means this Agreement together with all Schedules, Exhibits, Addenda, Annexes, and other attachments hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The word “extentor” in the phrase shall be interpreted as inclusive (i.e. inclusive of “and”), unless otherwise stated. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the extentspecific or similar items or matters immediately following it. The word “will” shall mean be construed to have the degree to which a subject or other thing extends, same meaning and such phrase shall not mean simply effect as the word “ifshall.” The phrases “the date of References in this Agreement” and “the date hereof” and terms or phrases of similar import Agreement to any law shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed also to refer to such statutelaw, as amended, and to any all rules or and regulations promulgated thereunder. The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole, including the Schedules, Exhibits, Addenda, Annexes, and other attachments hereto, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement. The use herein of the masculine, feminine or neuter forms shall also denote the other forms, as in each casecase the context may require or permit. Where specific language is used to clarify by example a general statement contained herein, as such specific language shall not be deemed to modify, limit or restrict in any manner the construction of such date)the general statement to which it relates. All references herein to “$” or dollars shall refer to United States dollars. “Tax” or “$Taxes” (whether or not capitalized) will mean, without duplication, charges, fees, contributions, social contributions, contributions on economic intervention imposts, levies or any other assessments imposed by any tax authority, of any country, state, province or municipality, including all income, profits, revenues, franchise, services, receipts, gross receipts, margin, capital, financial, net worth, sales, use, excise, recording, real estate, real estate transfer, escheat, unclaimed property, withholding, alternative minimum or add on, ad valorem, inventory, payroll, estimated, goods and services, employment, welfare, social security, disability, occupation, unemployment, general business, premium, real property, personal property, capital stock, stock transfer, stamp, transfer, documentary, conveyance, production, windfall profits, pension, duties, customs duties, contributions on import transactions, value added and other similar , withholdings, duties, charges, fees, levies, imposts, license and registration fees, governmental charges and assessments, including related interest, penalties, fines, additions to and expenses levied by any national, federal, state and local tax authority. Whenever this Agreement refers to a number of days, such number shall refer to currency calendar days unless business days are specified, and if so specified, business days shall mean days for which banks are open in the State under which law this Agreement is governed and construed, unless otherwise specified. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends. Where the last day of any such time period is not a business day, such time period shall be extended to the United Statesnext business day following the day on which it would otherwise end. References in this Agreement and all Schedules, Exhibits, Addenda, Annexes, and other attachments hereto to any contract (including this Agreement) mean such contract as amended, restated, supplemented or modified from time to time in accordance with the terms thereof.

Headings; Interpretation. (a) The Parties hereto have participated collectively in headings of the negotiation various articles, sections and drafting subsections of this Agreement. In Agreement have been inserted for the event an ambiguity or question purpose of intent or interpretation arisesconvenience of reference only, are not a part of this Agreement and shall not be construed as if drafted collectively by the Parties heretodeemed in any manner to modify, and no presumption explain, enlarge or burden of proof shall arise favoring or disfavoring restrict any party by virtue of the authorship of any provisions of this Agreement. (b) When reference is made in this Agreement to an Article, Section, subsection, Schedule or Exhibit, such reference shall be to an Article, Section, subsection, Schedule or Exhibit of this Agreement unless otherwise indicated. Whenever the words "included", "includes" or "including" (or any other tense or variation of the word "include") are used in this Agreement, they shall be deemed to be followed by the words "without limitation". As used in this Agreement, the auxiliary verbs "will" and "shall" are mandatory, and the auxiliary verb "may" is permissive (and, by extension, is prohibitive when used negatively, as a denial of permission). All accounting terms used but not defined in this Agreement shall have the meanings determined by generally accepted accounting principles. The words “"hereof,” “", "herein,” “hereby,” “" and "hereunder” and “herewith” " and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the headings The definitions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed applicable to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include as well as the plural forms of such terms and vice versato the masculine as well as to the feminine and neuter genders of such term, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to person include any individual, corporation, partnership or other entity and its permitted heirs, successors and assigns. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject Any agreement, instrument or other thing extends, and such phrase shall not mean simply “if.” The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law statute defined or referred to herein or in any agreement or instrument that is referred to herein means such Law agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor Laws statutes. (provided that for purposes of any representations and warranties contained c) When reference is made in this Agreement that are made as to the "relevant" Franchise Agreement, such reference shall be to the Franchise Agreement to which NPC being referred to in the context of such reference is a specific date or datesparty. (d) For purposes of this Agreement, references the term "Affiliate" shall mean, with respect to any statute shall be deemed to refer to person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with, such statute, as amended, and to any rules first person or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United Statesentity.

Headings; Interpretation. (a) The Parties hereto have participated collectively in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted collectively by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11December 7, 20192017, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United States.

Headings; Interpretation. (a) The Parties hereto have participated collectively article, section and paragraph headings contained in this Agreement and in the negotiation Ancillary Agreements are for reference purposes only and drafting shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement. In the event an ambiguity or question of intent or interpretation arises, When a reference is made in this Agreement to an Article, Section, or Schedule, such reference shall be construed as if drafted collectively by the Parties heretoto an Article, and no presumption Section, or burden Schedule of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, indicated. The table of contents and the headings in for this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any reference in this Agreement to “$” shall mean U.S. dollars. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation.” Words describing the singular number The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall be deemed refer to include the plural this Agreement as a whole and vice versa, words denoting not to any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusiveparticular provision of this Agreement. The word “extentor” as used in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase this Agreement shall not mean simply “if.” The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwiseexclusive. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Law statute defined or referred to herein or in any agreement or instrument that is referred to herein means such Law statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes statutes. References to a Person are also to its permitted successors and assigns. All schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. Any capitalized terms used in any representations and warranties contained schedule but not otherwise defined therein shall be defined as set forth in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United StatesAgreement.

Headings; Interpretation. (a) The Parties hereto have participated collectively captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the negotiation and drafting provisions of this Agreement. In Unless specified to the event an ambiguity contrary, references to Articles, Sections or question of intent Exhibits mean the particular Articles, Sections or interpretation arises, Exhibits to this Agreement and references to this Agreement include all Articles, Sections and Exhibits hereto. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include” or “including” shall be construed as if drafted collectively by the Parties heretoincorporating, and no presumption also, “but not limited to” or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. “without limitation;” (b) The the word “day” or “year” means a calendar day or year unless otherwise specified; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall” wherever context requires; (d) the words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and or other similar words of similar import shall refer to this Agreement as a whole and not to (including any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to Exhibits); (e) the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words word “include,or” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by construed as the inclusive meaning identified with the phrase “without limitation.” Words describing and/or”; (f) words of any gender include the other gender; (g) words using the singular or plural number also include the plural or singular number, respectively; (h) references to any Applicable Law, or article, section or other division thereof, shall be deemed to include the plural then-current amendments thereto or any replacement Applicable Law thereto; and vice versa, words denoting any gender (i) neither Party or its Affiliates shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term acting “oron behalf of” is not exclusive. The word or “extentunder authority of” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrases “the date of Party under this Agreement” . Ambiguities and “the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated uncertainties in this Agreement, and all terms defined in this Agreement if any, shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. 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 amendednot be interpreted against either Party, modified or supplemented, including (in the case irrespective of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall which Party may be deemed to refer have caused the ambiguity or uncertainty to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United Statesexist.

Headings; Interpretation. (a) The Parties hereto have participated collectively in descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the negotiation and drafting meaning or interpretation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement “Include,” “includes,” and “including” shall be construed as if drafted collectively deemed to be followed by the Parties hereto, and no presumption “without limitation” whether or burden not they are in fact followed by such words or words of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) like import. The words “hereof,” “herein,” “hereby,” “hereunder” and “herewithhereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, “this Agreement, unless otherwise specified, ” shall include the Company Disclosure Letter and the headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusiveParent Disclosure Letter. The word “extent” in the phrase “to the extentwill” shall mean be construed to have the degree to which a subject or other thing extends, same meaning and such phrase shall not mean simply effect as the word “ifshall.” The phrases words “made available,” “delivered” or “provided” or terms of similar import, when used in the representations (including any attendant definitions) shall mean, in the case of the Company, made available and delivered to Parent and its Representatives prior to the date of this Agreement” Agreement and, in the case of Parent, made available to the Company and “its Representatives prior to the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreementin the electronic data room maintained by the Company or delivered to the Company and its Representatives. Unless otherwise specified, unless otherwise indicated in this Agreement, and all references to “$” refer to United States dollars. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. All Exhibits and schedules annexed hereto or referred to herein, and the Parent Disclosure Letter and the Company Disclosure Letter, are hereby incorporated in and made a part of this Agreement as if set forth in full herein; provided, however, that the fact that any item of information is disclosed in either the Parent Disclosure Letter or the Company Disclosure Letter shall not be construed to mean that such information is required to be disclosed by this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract, instrument or Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of statutesContracts or instruments) by waiver or consent and (in the case of Laws) by succession of comparable successor Laws (provided and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. This Agreement is the product of negotiations by the parties having the assistance of counsel and other advisers. It is the intention of the parties that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references not be construed more strictly with regard to any statute shall be deemed one party than with regard to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United Statesothers.

Headings; Interpretation. (a) The Parties hereto have participated collectively in descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the negotiation and drafting meaning or interpretation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement “Include,” “includes,” and “including” shall be construed as if drafted collectively deemed to be followed by the Parties hereto, and no presumption “without limitation” whether or burden not they are in fact followed by such words or words of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) like import. The words “hereof,” “herein,” “hereby,” “hereunder” and “herewithhereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, “this Agreement, unless otherwise specified, ” shall include the Sirius Disclosure Letter and the headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusiveEasterly Disclosure Letter. The word “extent” in the phrase “to the extentwill” shall mean be construed to have the degree to which a subject or other thing extends, same meaning and such phrase shall not mean simply effect as the word “ifshall.” The phrases words “made available,” “delivered” or “provided” or terms of similar import, when used in the representations (including any attendant definitions) shall mean, in the case of Sirius, made available and delivered to Sirius and its Representatives prior to the date of this Agreement” Agreement and, in the case of Easterly, made available to Easterly and “its Representatives prior to the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreementin the electronic data room maintained by Sirius or delivered to Easterly and its Representatives. Unless otherwise specified, unless otherwise indicated in this Agreement, and all references to “$” refer to United States dollars. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. All Exhibits and Schedules annexed hereto or referred to herein, and the Easterly Disclosure Letter and the Sirius Disclosure Letter, are hereby incorporated in and made a part of this Agreement as if set forth in full herein; provided, however, that the fact that any item of information is disclosed in either the Easterly Disclosure Letter or the Sirius Disclosure Letter to this Agreement shall not be construed to mean that such information is required to be disclosed by this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract, instrument or Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of statutesContracts or instruments) by waiver or consent and (in the case of Laws) by succession of comparable successor Laws (provided and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. This Agreement is the product of negotiations by the parties having the assistance of counsel and other advisers. It is the intention of the parties that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references not be construed more strictly with regard to any statute shall be deemed one party than with regard to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United Statesothers.

Headings; Interpretation. (a) The Parties hereto have participated collectively in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement meaning assigned to each term defined herein shall be construed as if drafted collectively by equally applicable to both the Parties heretosingular and the plural forms of such term and vice versa, and no presumption words denoting either gender shall include both genders as the context requires. Where a word or burden phrase is defined herein, each of proof its other grammatical forms shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreementhave a corresponding meaning. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever . (c) As all parties to this Agreement have participated in the drafting of this Agreement, no ambiguity shall be construed against any party as the drafter. (d) The use of the words “include,” ”, “includes” or and “including” are used in this Agreement, they herein shall be deemed to be followed by the phrase words “without limitation” or “but not limited to” unless otherwise specified. (e) The terms “hereof”, “herein” Words describing the singular number shall and “herewith” and words of similar import shall, unless otherwise stated, be deemed construed to include the plural refer to this Agreement as a whole and vice versa, words denoting not to any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrases “the date particular provision of this Agreement” . (f) A reference to any party to this Agreement or any other agreement or document shall include such party’s predecessors, successors and “the date hereof” and terms or phrases of similar import permitted assigns. (g) If any deliverable hereunder is due on a day which is not a Business Day, such deliverable shall be deemed due on the immediately succeeding Business Day. (h) Reference to refer to February 11any law or Law means such law as amended, 2019modified, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreementcodified, unless otherwise indicated in this Agreementreplaced or reenacted, and all rules and regulations promulgated thereunder. (i) All accounting terms used and not defined herein shall have the respective meanings given to them under GAAP. (j) When a reference is made in this Agreement to an Article, Section, paragraph, Exhibit or Schedule, such reference is to an Article, Section, paragraph, Exhibit or Schedule to this Agreement unless otherwise specified. (k) A parenthetical description following a reference to an Article, Section, paragraph, Exhibit or Schedule in this Agreement is for reference purposes only and shall have the meanings when used not affect in any certificate way the meaning or other document made or delivered pursuant hereto unless otherwise defined thereininterpretation 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 (in In the case of statutesa conflict between an Article, Section, paragraph, Exhibit or Schedule number and the parenthetical description following it, the Article, Section, paragraph, Exhibit or Schedule number shall control. (l) by succession For the avoidance of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or datesdoubt, references to any statute OHCP III by name, as a Seller, as the Sellers’ Representative or as the Fund Indemnitor shall be deemed read to refer apply to such statute, entity in its capacity as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United Statesforegoing.

Headings; Interpretation. (a) The Parties hereto have participated collectively headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the negotiation meaning hereof. All nouns, pronouns and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, verbs used in this Agreement shall be construed as if drafted collectively by the Parties heretomasculine, and no presumption feminine, neuter, singular, or burden plural, whichever shall be applicable. Titles or captions of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the headings Sections contained in this Agreement are inserted as a matter of convenience and for reference purposes only reference, and shall not affect in any no way define, limit, extend or describe the meaning or interpretation scope of this AgreementAgreement or the intent of any provision hereof. Whenever All references in this Agreement to Sections, clauses, subparagraphs, Schedules and Exhibits shall be deemed to be references to Articles, Sections, clauses and subparagraphs of, and Schedules and Exhibits to, this Agreement unless the context shall otherwise require. The words “include,” “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrases words “the date of this Agreementhereof,” “hereby,” “herein” and “the date hereofhereunder” and terms or phrases words of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined when used in this Agreement shall have the meanings when used in refer to this Agreement as a whole and not to any certificate particular provision of this Agreement. Unless otherwise expressly provided herein, any agreement, instrument or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law statute defined or referred to herein or in any agreement or instrument that is referred to herein means such Law agreement, instrument or statute as from time to time amended, modified modified, supplemented or supplementedrestated, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations statutes and warranties contained in references to all attachments thereto and instruments incorporated therein. All references to a “party” or “parties” mean a party or parties to this Agreement that are made as of a specific date or datesunless the context requires otherwise, and all references to any statute party shall mean and include such party, its successors and permitted assigns unless the context otherwise requires. Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall be deemed to refer to such statutemodify, as amended, and limit or restrict the construction of the general statement which is being clarified or illustrated. This Agreement shall be construed without regard to any rules presumption or regulations promulgated thereunderrule requiring construction or interpretation against the party drafting or causing any agreement, instrument or document to be drafted. Any and all payments under this Agreement shall be paid in each case, as of such date)United States Dollars. All references to “dollars” or “$” refer to currency of the herein mean United StatesStates Dollars.

Headings; Interpretation. (a) The Parties hereto have participated collectively in descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the negotiation and drafting meaning or interpretation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement “Include,” “includes,” and “including” shall be construed as if drafted collectively deemed to be followed by the Parties hereto, and no presumption “without limitation” whether or burden not they are in fact followed by such words or words of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) like import. The words “hereof,” “herein,” “hereby,” “hereunder” and “herewithhereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, “this Agreement” shall include the Company Disclosure Schedule, unless otherwise specified, the Blocker Disclosure Schedule and the headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusivenCino Disclosure Schedule. The word “extent” in the phrase “to the extentwill” shall mean be construed to have the degree to which a subject or other thing extends, same meaning and such phrase shall not mean simply effect as the word “ifshall.” The phrases words “made available,” “delivered” or “provided” or terms of similar import, when used in the representations (including any attendant definitions) shall mean, in the case of nCino as the recipient, made available to nCino and its Representatives for at least one (1) Business Day prior to the date of this Agreement” Agreement and “through the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreementin the Firmex Data Site under the title “SimpleNexus” and, unless otherwise indicated in this Agreementthe case of the Company as the recipient, and all made available or delivered to the Company or its Representatives prior to the date hereof by electronic mail or made publicly available in any nCino SEC Documents. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. All Exhibits and Schedules annexed hereto or referred to herein, and the Company Disclosure Schedule, the Blocker Disclosure Schedule and the nCino Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein; provided, however, that the fact that any item of information is disclosed in either the Company Disclosure Schedule, the Blocker Disclosure Schedule or the nCino Disclosure Schedule to this Agreement shall not be construed to mean that such information is required to be disclosed by this Agreement. Each of the Company Disclosure Schedule, the Blocker Disclosure Schedule and the nCino Disclosure Schedule shall be arranged for purposes of convenience in separate parts corresponding to the numbered and lettered Sections and sub-Sections contained in this Agreement, and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify only the particular representation or warranty of the respective Party set forth in the corresponding numbered or lettered Section or sub-Section of this Agreement, except to the extent that (a) such information is explicitly cross-referenced in another part of the Company Disclosure Schedule, Blocker Disclosure Schedule or nCino Disclosure Schedule, or (b) it is reasonably apparent on the face of the disclosure that such information qualifies another representation and warranty in this Agreement, in which case such information shall be deemed to be disclosed against such other representation and warranty. Any item of information, matter or document disclosed or referenced in, or attached to, the Company Disclosure Schedule, the Blocker Disclosure Schedule or the nCino Disclosure Schedule shall not (a) be used as a basis for interpreting the terms “ material”, “Company Material Adverse Effect”, “nCino Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the ordinary course of business, (c) be deemed or interpreted to expand the scope of the applicable party’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation to any third party regarding such matter, or (e) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter. No reference in the Company Disclosure Schedule, the Blocker Disclosure Schedule or the nCino Disclosure Schedule to any Contract shall be construed as an admission or indication to any third party that such Contract is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such Contract. No disclosure in the Company Disclosure Schedule, the Blocker Disclosure Schedule or the nCino Disclosure Schedule relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication to any third party that any such breach or violation exists or has actually occurred. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract, instrument or Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of statutesContracts or instruments) by waiver or consent and (in the case of Laws) by succession of comparable successor Laws (provided and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. This Agreement is the product of negotiations by the Parties having the assistance of counsel and other advisers. It is the intention of the Parties that for purposes of any representations and warranties contained in this Agreement not be construed more strictly with regard to one party than with regard to the others. When calculating the period of time before which, within which or following which, any act is to be done or step taken under this Agreement, the date that are made as of a specific is the reference date or dates, references to any statute shall in calculating such period will be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as excluded. If the last day of such date). All references to “dollars” or “$” refer to currency of period is a non-Business Day, the United Statesperiod in question will end on the next succeeding Business Day.

Headings; Interpretation. (a) The Parties hereto have participated collectively in the negotiation and drafting of term “this Agreement. In the event an ambiguity or question of intent or interpretation arises, ” means this Agreement shall be construed as if drafted collectively by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Sponsor Support Agreement, unless otherwise specifiedas the same may from time to time be amended, and modified, supplemented or restated in accordance with the terms hereof. The headings set forth in this Agreement are inserted for reference purposes convenience only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever No party hereto, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation.”; (e) references to “$” Words describing the singular number or “dollar” or “US$” shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term United States dollars; (f) the word “or” is not exclusive. The ; (g) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrases “the date ”; (j) all references to Articles, Sections, Annexes, Exhibits or Schedules are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement” and “; (k) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (l) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the date hereof” and terms thereof (subject to any restrictions on amendments or phrases of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined modifications set forth in the text of this Agreement have such meaning throughout this Agreement); and (m) reference to any Person includes such Person’s successors and assigns but, unless otherwise indicated in if applicable, only if such successors and assigns are permitted by this Agreement, and all terms defined reference to a Person in a particular capacity excludes such Person in any other capacity. If any action under this Agreement shall have the meanings when used in any certificate is required to be done or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument taken on a day that is referred to herein means not a Business Day, then such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute action shall be deemed required to refer to be done or taken not on such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of day but on the United Statesfirst succeeding Business Day thereafter.

Headings; Interpretation. (a) The Parties hereto have participated collectively headings in the negotiation this Agreement are inserted solely for convenience and drafting ease of reference and do not constitute any part of this AgreementAgreement or have any Amgen Contract No. In the event an ambiguity [***] lviii effect on its interpretation or question of intent or interpretation arises, construction. All references in this Agreement to the singular include the plural where applicable. Unless otherwise specified, references in this Agreement to any Article include all Sections, subsections and paragraphs in such Article, and references to any Section include all subsections and paragraphs in such Section. Any definition of or reference to any agreement, instrument or other document herein shall be construed as if drafted collectively by referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). References to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the Parties heretothen-current amendments thereto or any replacement or successor law, rule or regulation thereof. The word “including” and no presumption or burden of proof similar words means including without limitation. The word “will” shall arise favoring or disfavoring any party by virtue of be construed to have the authorship of any provisions of this Agreement. (b) same meaning and effect as the word “shall”. The words “herein”, “hereof,” “herein,” “hereby,” and “hereunder” and “herewith” and other words of similar import shall refer to this Agreement as a whole and not to any particular provision Section or other subdivision. The word “or” shall be interpreted in the inclusive sense commonly associated with the term “and/or”. The phrase “conceived or created” will be construed to exclude “reduced to practice.” The word “comprising” will be interpreted in accordance the definition of such term in the United States Manual of Patent Examining Procedure. All references to days in this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this AgreementAgreement mean calendar days, unless otherwise specified, and the headings . All references to a “business day” or “business days” in this Agreement means any day other than a day which is a Saturday, a Sunday or any day banks are for reference purposes only authorized or required to be closed in the United States. Ambiguities and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used uncertainties in this Agreement, they shall if any, are not to be interpreted against either Party, irrespective of which Party may be deemed to be followed by have caused the phrase “without limitationambiguity or uncertainty to exist.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United States.

Headings; Interpretation. (a) The Parties hereto have participated collectively in descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the negotiation and drafting meaning or interpretation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement “Include,” “includes,” and “including” shall be construed as if drafted collectively deemed to be followed by the Parties hereto, and no presumption “without limitation” whether or burden not they are in fact followed by such words or words of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) like import. The words “hereof,” “herein,” “hereby,” “hereunder” and “herewithhereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, “this Agreement, unless otherwise specified, ” shall include the Company Disclosure Letter and the headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusiveInvestor Disclosure Letter. The word “extent” in the phrase “to the extentwill” shall mean be construed to have the degree to which a subject or other thing extends, same meaning and such phrase shall not mean simply effect as the word “ifshall.” The phrases words “made available,” “delivered” or “provided” or terms of similar import, when used in the representations (including any attendant definitions) shall mean, in the case of the Company, made available and delivered to Investor and its Representatives prior to the date of this Agreement” Agreement and, in the case of Investor, made available to the Company and “its Representatives prior to the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreementin the electronic data room maintained by Investor or delivered to the Company and its Representatives. Unless otherwise specified, unless otherwise indicated in this Agreement, and all references to “$” refer to United States dollars. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. All Exhibits and schedules annexed hereto or referred to herein, and the Investor Disclosure Letter and the Company Disclosure Letter, are hereby incorporated in and made a part of this Agreement as if set forth in full herein; provided, however, that the fact that any item of information is disclosed in either the Investor Disclosure Letter or the Company Disclosure Letter shall not be construed to mean that such information is required to be disclosed by this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract, instrument or Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of statutesContracts or instruments) by waiver or consent and (in the case of Laws) by succession of comparable successor Laws (provided and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. This Agreement is the product of negotiations by the parties having the assistance of counsel and other advisers. It is the intention of the parties that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references not be construed more strictly with regard to any statute shall be deemed one party than with regard to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United Statesothers.

Headings; Interpretation. (a) The Parties hereto have participated collectively section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the negotiation and drafting meaning or interpretation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, Each reference in this Agreement to a Section, Exhibit or Schedule, unless otherwise indicated, shall be construed mean a Section of this Agreement or an Exhibit or a Schedule attached to this Agreement, respectively. All Schedules or Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if drafted collectively by the Parties heretoset forth in full herein. References herein to “days,” unless otherwise indicated, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) are to consecutive calendar days. The words “hereof,” “herein,” “hereby,hereto” and “hereunder” and “herewith” and words of similar like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articlesThe captions, sectionsheadings and the division of this Agreement into Sections and other subdivisions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, paragraphs and schedules are to shall have the articles, sections and paragraphs of, and schedules to, meaning as defined in this Agreement, unless otherwise specified, and the headings . Any singular term in this Agreement are for reference purposes only shall be deemed to include the plural, and shall not affect in any way plural term the meaning or interpretation of this Agreementsingular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation.,” Words describing the singular number shall be deemed to include the plural and vice versa, whether or not they are in fact followed by those words denoting any gender shall be deemed to include all genders, or words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assignsof like import. The term “orWriting,” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrases “the date of this Agreementwritten” and “the date hereof” and comparable terms or phrases of similar import shall be deemed to refer to February 11printing, 2019, unless the context requires otherwisetyping and other means of reproducing words (including electronic media) in a visible form. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references References to any statute shall be deemed to refer to such statute, statute as amended, amended from time to time and to any rules or regulations promulgated thereunder. References to any Contract are to that agreement or contract as amended, modified or supplemented from time to time in each caseaccordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, as of such date)unless otherwise specified, from and including or through and including, respectively. All references References to “dollarslaw,” “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. Both Parties have participated substantially in the negotiation and drafting of this Agreement and agree that no ambiguity herein should be construed against the draftsman. References to a “corporation” or “$company” refer shall be construed so as to currency of the United Statesinclude any corporation, company, or other body corporate, wherever and however incorporated or established.

Headings; Interpretation. (a) The Parties hereto have participated collectively in the negotiation and drafting title of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted collectively by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the section and paragraph headings contained in this Agreement are inserted for reference purposes convenience only and shall not affect in any way the meaning or interpretation of any of the terms or provisions of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “orthis Agreement” is not exclusiveor “this agreement” means this Agreement together with all Schedules, Exhibits, Addenda, Annexes, and other attachments hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The word “extentor” in the phrase shall be interpreted as inclusive (i.e. inclusive of “and”), unless otherwise stated. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the extentspecific or similar items or matters immediately following it. The word “will” shall mean be construed to have the degree to which a subject or other thing extends, same meaning and such phrase shall not mean simply effect as the word “ifshall.” The phrases “the date of References in this Agreement” and “the date hereof” and terms or phrases of similar import Agreement to any law shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed also to refer to such statutelaw, as amended, and to any all rules or and regulations promulgated thereunder. The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole, including the Schedules, Exhibits, Addenda, Annexes, and other attachments hereto, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement. The use herein of the masculine, feminine or neuter forms shall also denote the other forms, as in each casecase the context may require or permit. Where specific language is used to clarify by example a general statement contained herein, as such specific language shall not be deemed to modify, limit or restrict in any manner the construction of such date)the general statement to which it relates. All references herein to “dollars” or “$” or dollars shall refer to currency United States dollars. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days are specified, and if so specified, business days shall mean days for which banks are open in the United StatesState under which law this Agreement is governed and construed, unless otherwise specified. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends. Where the last day of any such time period is not a business day, such time period shall be extended to the next business day following the day on which it would otherwise end. References in this Agreement and all Schedules, Exhibits, Addenda, Annexes, and other attachments hereto to any contract (including this Agreement) mean such contract as amended, restated, supplemented or modified from time to time in accordance with the terms thereof.

Headings; Interpretation. (a) The Parties hereto have participated collectively in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted collectively by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to an Article, a Section, or an Exhibit, such reference shall be to an Article of, a Section of, or an Exhibit to, this Agreement unless otherwise indicated. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The words “include” and “including,” and other words of similar import when used herein shall not be deemed to be terms of limitation but rather shall be deemed to be followed in each case by the words “include,without limitation.” The word “includesif” or “including” are and other words of similar import when used in this Agreement, they herein shall be deemed in each case to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “only if.” The phrases words “the date of this Agreementherein,” “hereto,” and “the date hereofhereby” and terms or phrases other words of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed in each case to refer to such statute, this Agreement as amended, a whole and not to any rules particular Article, Section or regulations promulgated thereunder, in each case, as other subdivision of such date)this Agreement. All references Any reference herein to “dollars” or “$” shall mean United States dollars. The words “as of the date of this Agreement” and words of similar import shall be deemed in each case to refer to currency the date of this Agreement as set forth in the Preamble hereto. The words “consistent with past practice” and words of similar import, when used in reference to the Company and/or its Subsidiaries, shall mean the ordinary course of business of the United StatesCompany and/or its Subsidiaries since January 1, 2011.

Headings; Interpretation. (a) The Parties hereto have participated collectively in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted collectively by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any provisions of this Agreement. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to his, her or its permitted successors and assigns. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11April 21, 20192024, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United States.

Headings; Interpretation. (a) The Parties hereto have participated collectively descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the negotiation and drafting meaning or interpretation of this Agreement. Whenever the word “include,” “includes,” or “including” appears in this Agreement, it shall be deemed in each instance to be followed by the words “without limitation.” In addition whenever the event an ambiguity or question of intent or interpretation arises, word “and” appears in this Agreement it shall be construed as if drafted collectively by the Parties heretodeemed to mean “and/or”, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) in each case, unless otherwise specified. The words “hereof,” ”, “herein,” “hereby,” and “hereunder” and “herewith” and words of similar like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to articlesArticles, sectionsSections, paragraphs Schedules and schedules Exhibits are to the articlesArticles, sections Sections, Schedules and paragraphs of, and schedules to, Exhibits of this Agreement, Agreement unless otherwise specified. All Exhibits, Schedules and Disclosure Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall have the headings meaning given to such term in this Agreement. Any singular term in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extendsplural, and such phrase shall not mean simply any plural term the singular. “if.” The phrases Writing”, “the date of this Agreementwritten” and “the date hereof” and comparable terms or phrases of similar import shall be deemed to refer to February 11printing, 2019, unless the context requires otherwisetyping and other means of reproducing words (including electronic media) in a visible form. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred References to herein or in any agreement or instrument contract are to that is referred to herein means such Law agreement or contract as amended, modified or supplemented from time to time amendedin accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, modified unless otherwise specified, from and including or supplementedthrough and including, including (respectively. Any reference to “days” means calendar days unless Business Days are expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. Each Party hereto has participated in the case negotiation and drafting of statutes) this Agreement and this Agreement shall be construed as if drafted jointly (no presumption shall arise favoring or disfavoring a Party by succession virtue of comparable successor Laws (provided that for purposes the authorship of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United Statesprovisions of this Agreement).

Headings; Interpretation. (a) The Parties hereto have participated collectively in Article titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent meaning or interpretation arises, this Agreement shall be construed as if drafted collectively by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (b) The schedules, exhibits and appendices referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. (c) The specification of any dollar amount in the representations or warranties contained in this Agreement or the inclusion of any specific item in any schedules hereto is not intended to imply that such amounts, or higher or lower amounts, or the items so included or other items, are or are not material, and neither party shall use the fact of the setting of such amounts or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in a schedule is or is not material for purposes of this Agreement. (d) Whenever the context of this Agreement requires, words used in the singular shall be construed to include the plural and vice versa, and pronouns of whatsoever gender shall be deemed to include and designate the masculine, feminine, or neuter gender. (e) Unless the context otherwise expressly requires, the words “include”, “includes” and “including” shall be deemed to be immediately followed by the words “without limitation”; and the terms “hereof,” “herein,” “herebyhereto,” “herewith”, “hereunder”, “hereby” and “herewith” and any other words of similar import shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular term or provision of this Agreement. References to articles, sections, paragraphs and schedules are to the articles, sections and paragraphs of, and schedules to, this Agreement, unless otherwise specified, and the headings in this Agreement are for reference purposes only and . (f) The word “or” shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitationexclusive.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to February 11, 2019, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutesg) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references References to any statute Law shall be deemed to refer to such statute, Law as amended, amended from time to time and to any rules or regulations promulgated thereunder. (h) “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in each casea visible form. (i) When calculating the period of time before which, as within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such date). All references period is a non-Business Day, the period in question shall end on the next succeeding Business Day. (j) Any reference in this Agreement to “$ shall mean U.S. dollars” or “$” refer to currency of the United States.