Common use of Interpretation and Rules of Construction Clause in Contracts

Interpretation and Rules of Construction. (i) When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution of this Agreement and, therefore, waives the application of any Law providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). 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 word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. 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 is the reference date in calculating such period will be excluded. If the last day of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

Interpretation and Rules of Construction. (i) When a reference is made The headings contained in this Agreement and in the table of contents to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicatedare for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The table of contents, titles References to “this Agreement” shall include the Company Disclosure Letter and section headings used the Parent Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are used for convenience only hereby incorporated in and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution made a part of this Agreement andas if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, thereforethe Parent Disclosure Letter, waives the application of any Law providing that ambiguities in an agreement Exhibit or any certificate or other document will be construed against the party drafting such agreement made or document. The parties hereto intend that each representation, warranty and covenant contained herein delivered pursuant to this Agreement but not otherwise defined therein shall have independent significance. Without limiting anything contained the meaning as defined in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained of terms in this Agreement are applicable shall apply equally to the singular as well as the and plural forms of such termsthe terms defined. Whenever required by the contextcontext may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “ifwill” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and other words of similar import when used herein “including” shall be deemed deemed, in each case case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and only such phrase shall not mean simply “if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein All references to “dollars” or “$” shall mean United States dollarsrefer to the lawful currency of the U.S. Unless the context requires otherwise: (i) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter or the Parent Disclosure Letter, that such amendment, supplement or other modification has been made available to the other party and is also listed on the appropriate section of the Company Disclosure Letter or the Parent Disclosure Letter, as applicable; (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns; (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated; (v) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection; and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The term parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (A) any action required to be taken by or on a day or business day may be taken until 11:59 p.m. Eastern Time on such day or business day, (B) all references to “ordays” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the period of indicated as a “Business Day” and (C) all days, business days, times and time before which, within which or following which, any act is to be done or step taken under periods contemplated by this Agreement, the date that is the reference date in calculating such period Agreement will be excludeddetermined by reference to Eastern Time. If Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the last day fourth decimal place, except in respect of such period is a non-business daypayments, which shall be rounded down to the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPnearest whole U.S. cent.

Interpretation and Rules of Construction. (i) When a reference is made The headings contained in this Agreement and in the table of contents to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicatedare for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The table of contents, titles References to “this Agreement” shall include the Company Disclosure Letter and section headings used the Parent Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are used for convenience only hereby incorporated in and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution made a part of this Agreement andas if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, thereforethe Parent Disclosure Letter, waives the application of any Law providing that ambiguities in an agreement Exhibit or any certificate or other document will be construed against the party drafting such agreement made or document. The parties hereto intend that each representation, warranty and covenant contained herein delivered pursuant to this Agreement but not otherwise defined therein shall have independent significance. Without limiting anything contained the meaning as defined in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained of terms in this Agreement are applicable shall apply equally to the singular as well as the and plural forms of such termsthe terms defined. Whenever required by the contextcontext may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “ifwill” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and other words of similar import when used herein “including” shall be deemed deemed, in each case case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and only such phrase shall not mean simply “if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein All references to “dollars” or “$” shall mean refer to the lawful currency of the United States dollarsStates. Unless the context requires otherwise (i) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter or the Parent Disclosure Letter, that such amendment, supplement or other modification has been made available to the other party and is also listed on the appropriate section of the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (v) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The term parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (A) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (B) all references to “ordays” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the period of indicated as a “Business Day” and (C) all days, business days, times and time before which, within which or following which, any act is to be done or step taken under periods contemplated by this Agreement, the date that is the reference date in calculating such period Agreement will be excludeddetermined by reference to Eastern Time. If Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the last day fourth decimal place, except in respect of such period is a non-business daypayments, which shall be rounded down to the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPnearest whole United States cent.

Interpretation and Rules of Construction. (i) When a reference is made The headings contained in this Agreement and in the table of contents to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicatedare for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The table of contents, titles References to “this Agreement” shall include the Company Disclosure Schedule and section headings used the Parent Disclosure Schedule. All Exhibits annexed to this Agreement or referred to in this Agreement are used for convenience only hereby incorporated in and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution made a part of this Agreement andas if set forth in full in this Agreement. Any terms used in the Company Disclosure Schedule, thereforethe Parent Disclosure Schedule, waives the application of any Law providing that ambiguities in an agreement Exhibit or any certificate or other document will be construed against the party drafting such agreement made or document. The parties hereto intend that each representation, warranty and covenant contained herein delivered pursuant to this Agreement but not otherwise defined therein shall have independent significance. Without limiting anything contained the meaning as defined in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained of terms in this Agreement are applicable shall apply equally to the singular as well as the and plural forms of such termsthe terms defined. Whenever required by the contextcontext may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “ifwill” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and other words of similar import when used herein “including” shall be deemed deemed, in each case case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and only such phrase shall not mean simply “if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein All references to “dollars” or “$” shall mean refer to the lawful currency of the United States dollarsStates. Unless the context requires otherwise (i) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Schedule or the Parent Disclosure Schedule, that such amendment, supplement or other modification has been made available to the other party and is also listed on the appropriate section of the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (v) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The term parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (A) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (B) all references to “ordays” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the period of indicated as a “Business Day” and (C) all days, business days, times and time before which, within which or following which, any act is to be done or step taken under periods contemplated by this Agreement, the date that is the reference date in calculating such period Agreement will be excludeddetermined by reference to Eastern Time. If Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the last day fourth decimal place, except in respect of such period is a non-business daypayments, which shall be rounded down to the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPnearest whole United States cent.

Interpretation and Rules of Construction. (i) When a reference is made The headings contained in this Agreement and in the table of contents to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicatedare for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The table of contents, titles and section headings used References to “this Agreement” shall include the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are used for convenience only hereby incorporated in and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution made a part of this Agreement andas if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, therefore, waives the application of any Law providing that ambiguities in an agreement Exhibit or any certificate or other document will be construed against the party drafting such agreement made or document. The parties hereto intend that each representation, warranty and covenant contained herein delivered pursuant to this Agreement but not otherwise defined therein shall have independent significance. Without limiting anything contained the meaning as defined in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained of terms in this Agreement are applicable shall apply equally to the singular as well as the and plural forms of such termsthe terms defined. Whenever required by the contextcontext may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “ifwill” shall be construed to have the same meaning as the word “shall.” The words “or,” “neither,” “nor” and other “either” are not exclusive. The words of similar import when used herein “include,” “includes” and “including” shall be deemed deemed, in each case case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and only such phrase shall not mean simply “if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein All references to “dollars” or “$” shall mean refer to the lawful currency of the United States dollarsStates. Unless the context requires otherwise (i) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (v) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The term parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “ordays” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the period of indicated as a “Business Day” and (iii) all days, business days, times and time before which, within which or following which, any act is to be done or step taken under periods contemplated by this Agreement, the date that is the reference date in calculating such period Agreement will be excludeddetermined by reference to Eastern Time. If Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the last day fourth decimal place, except in respect of such period is a non-business daypayments, which shall be rounded down to the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPnearest whole United States cent.

Interpretation and Rules of Construction. (i) When a reference is made References in this Agreement to an Articleany gender include references to all genders, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution of this Agreement and, therefore, waives the application of any Law providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained in this Agreement are applicable references 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 references to the plural and vice versa. The word Any action to be taken by the Board of Directors of a Party may be taken by a committee of the Board of Directors of such Party if properly delegated by the Board of Directors of a Party to such committee. Unless the context otherwise requires: (i) the words “ifinclude,” “includes” and other words of similar import “including” when used herein in this Agreement shall be deemed in each case to be followed by the phrase “without limitation;” (ii) references in this Agreement to Articles, Sections and only if.” The Schedules shall be deemed references to Articles and Sections of, and Schedules to, this Agreement; (iii) the words “hereinhereof,” “hereto,” and “hereby” and other “herein” and words of similar import meaning when used in this Agreement shall be deemed in each case to refer to this Agreement as a whole in its entirety and not to any particular section Article, Section or other subdivision provision of this Agreement. Any reference ; (iv) references in this Agreement to any time shall be to Eastern time unless otherwise expressly provided herein; (v) the Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to “dollars” the same extent as if they were set forth verbatim herein; (vi) any agreement by a Party to take, or “$” shall mean United States dollars. The term “or” refrain from taking, any action hereunder shall be deemed to mean “and/or”. Any reference constitute an agreement by such Party to cause each member of such Party’s Group to take, or refrain from taking, such action (and if legally required or necessary, each Party will agree on similar agreements with members of its Party Group to ensure that all members are obliged in the same way to effectuate the foregoing); and (vii) if there is any particular code section or any other Law will be interpreted to include any revision conflict between the provisions of or successor to that section regardless of how it is numbered or classified the Separation Agreement and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. 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 provisions of this Agreement shall control with respect to the subject matter hereof; if there is any conflict between the reference date in calculating such period will be excluded. If provisions of the last day body of such period is a non-business daythis Agreement and the Schedules hereto, the period provisions of the body of this Agreement shall control unless explicitly stated otherwise in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPsuch Schedule.

Interpretation and Rules of Construction. (i) When a reference is made The headings contained in this Agreement and in the table of contents to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicatedare for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The table of contents, titles and section headings used References to “this Agreement” shall include the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are used for convenience only hereby incorporated in and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution made a part of this Agreement andas if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, therefore, waives the application of any Law providing that ambiguities in an agreement Exhibit or any certificate or other document will be construed against the party drafting such agreement made or document. The parties hereto intend that each representation, warranty and covenant contained herein delivered pursuant to this Agreement but not otherwise defined therein shall have independent significance. Without limiting anything contained the meaning as defined in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained of terms in this Agreement are applicable shall apply equally to the singular as well as the and plural forms of such termsthe terms defined. Whenever required by the contextcontext may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “ifwill” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and other words of similar import when used herein “including” shall be deemed deemed, in each case case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and only such phrase shall not mean simply “if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein All references to “dollars” or “$” shall mean refer to the lawful currency of the United States dollarsStates. Unless the context requires otherwise (i) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (v) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The term parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “ordays” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the period of indicated as a “Business Day” and (iii) all days, business days, times and time before which, within which or following which, any act is to be done or step taken under periods contemplated by this Agreement, the date that is the reference date in calculating such period Agreement will be excludeddetermined by reference to Eastern Time. If Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the last day fourth decimal place, except in respect of such period is a non-business daypayments, which shall be rounded down to the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPnearest whole United States cent.

Interpretation and Rules of Construction. (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (i) When when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.; (ii) Each party hereto agrees that it has been represented by counsel during the negotiation table of contents and execution headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement and, therefore, waives Agreement; (iii) whenever the application of any Law providing that ambiguities in an agreement words “include,” “includes” or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained “including” are used in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be they are deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). The ; (iv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by ; and (vi) references to a Person are also to its successors and permitted assigns. (b) Notwithstanding anything to the contextcontrary contained in the Disclosure Schedules, any pronoun used in this Agreement shall include or in the corresponding masculineTransition Services Agreement, feminine or neuter forms, the information and the singular form disclosures contained in any Section of nouns, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used herein a Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each case other Section of such Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. Certain items and matters are listed in the Disclosure Schedules for informational purposes only and may not be required to be followed listed therein by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision terms of this Agreement. Any In no event shall the listing of items or matters in a Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. No reference herein to “dollars” to, or “$” shall mean United States dollars. The term “or” disclosure of, any item or matter in any Section of this Agreement or any Section of a Disclosure Schedule shall be deemed construed as an admission or indication that such item or matter is material or that such item or matter is required to mean “and/or”be referred to or disclosed in this Agreement or in such Disclosure Schedule. Any Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any particular code section contract or any other agreement, Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body Governmental Order shall be deemed to include reference to any successor theretoconstrued as an admission or indication that a breach or violation exists or has actually occurred. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. 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 is the reference date in calculating such period will be excluded. If the last day of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.[Signature Pages Follow]

Interpretation and Rules of Construction. (i) When a reference is made in this Agreement to an ArticleAnnex, an Exhibit, an Article or a Section, Exhibit or Schedule, such reference is shall be to an Annex, an Exhibit, an Article or a Section of, or an Exhibit or Schedule to, of this Agreement unless otherwise indicated. The table of contents, titles index of defined terms and section 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 the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement are used for convenience only shall refer to this Agreement as a whole and are not to be considered in construing or interpreting any particular provision of this Agreement. . Documents, materials and information are deemed to have been “made available” to the Parent Entities or the Merger Subs prior to the date hereof, if such documents, materials or information were at least one day prior to the date hereof (iia) Each party hereto agrees that it has been represented available for review by counsel during such Person and its Representatives through the negotiation electronic data room entitled “Project Wildcat”, which is hosted by Venue in connection with the Transactions, (b) disclosed in a SEC Document filed and execution publicly available or (c) otherwise provided by or on behalf of this Agreement andthe Company in writing to the Parent Entities, therefore, waives the application of any Law providing that ambiguities in an agreement Merger Subs or other document will be construed against the party drafting such agreement or documenttheir respective Representatives. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significanceterm “or” is not exclusive. Without limiting anything contained The word “extent” in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating phrase “to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “includingextent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “including, without limitation”). if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such termsterms and to the masculine as well as to the feminine and neuter genders of such term. Whenever required by the contextAny Contract or Law defined or referred to herein means such Contract or Law as from time to time amended, any pronoun used in this Agreement shall include the corresponding masculinemodified or supplemented, feminine or neuter formsunless otherwise specifically indicated, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used any Law referred to herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to also refer to this Agreement all rules and regulations promulgated thereunder. All accounting terms used and not defined herein have the respective meanings given to them under GAAP, except to the extent otherwise specifically indicated or that the context otherwise requires. References to the “ordinary course of business” refers to the ordinary course of business of the Company Entities and the Company Subsidiaries, taken as a whole whole, consistent with past practice. References to a Person are also to its successors and not to any particular section or other subdivision permitted assigns. If the last day of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the a period of time before which, within which or following which, which any act is to be done or step taken under pursuant to this Agreement, the date that Agreement is the reference date in calculating such period will be excluded. If the last day of such period is not a non-business dayBusiness Day, the period in question will shall end on the next succeeding business dayimmediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. 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 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. References to “days” shall mean “calendar days” unless expressly stated otherwise. Whenever this Agreement requires the Merger Subs to take any action, such requirement shall be deemed to include an undertaking on the part of the Parent Entities to cause the Merger Subs to take such action. All accounting terms used references herein to “parties” shall be to the parties hereto unless the context shall otherwise require. Decisions made in a party’s “sole discretion” may be taken for any reason or no reason. Notwithstanding anything herein to the contrary, whenever any consent, approval, waiver or notice is to be given under this Agreement by (i) the Parent Entities, such consent, approval, waiver or notice shall be given by Holdco Parent or (ii) the Company Entities, such consent, approval, waiver or notice shall be given by the Company. Any action or decision the Company Entities that expressly requires the consent or approval of the Executive Committee and not any determination of the Company Entities to be expressly defined herein made by the Executive Committee pursuant to this Agreement or any of the other documents entered into in connection herewith shall have be deemed to require the meanings given to them under GAAPunanimous consent, approval or determination of the Executive Committee.

Interpretation and Rules of Construction. (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (i) When when a reference is made in this Agreement to an Article, Section, Exhibit Section or ScheduleExhibit, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.; (ii) Each party hereto agrees that it has been represented by counsel during the negotiation table of contents and execution headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement and, therefore, waives Agreement; (iii) whenever the application of any Law providing that ambiguities in an agreement words “include,” “includes” or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained “including” are used in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be they are deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). The ; (iv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; (vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by ; (vii) references to a Person are also to its successors and permitted assigns; (viii) the contextuse of “or” is not intended to be exclusive unless expressly indicated otherwise; and (ix) references to sums of money are expressed in lawful currency of the US of America, any pronoun used and “$” refers to US dollars. (b) Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement shall include or the corresponding masculineAncillary Agreements, feminine or neuter forms, the information and disclosures contained in any Section of Article III of the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” Disclosure Schedule shall be deemed to mean “and/or”be disclosed and incorporated by reference in any other Section of Article III of the Disclosure Schedule as though fully set forth in such other section to the extent the relevance of such information to such other Section is reasonably apparent. Any For the avoidance of doubt where a Section of the Disclosure Schedule is in the form of a list, such list shall not be deemed disclosure of any matters set forth in the documents set forth in such list, unless such matters are specifically referred to in such Section. No reference to or disclosure of any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative item or other regulatory body shall be deemed to include reference to matter in any successor thereto. Any reference herein to any period Section of days will mean the relevant number of calendar days unless otherwise specified. 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, including any Section of the date Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference date in calculating such period will to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be excluded. If the last day of such period is construed as an admission or indication that a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPbreach or violation exists or has actually occurred.

Interpretation and Rules of Construction. (i) When a reference is made in this Agreement to an ArticleExhibit, an Article or a Section, Exhibit or Schedule, such reference is shall be to an Exhibit, an Article or a Section of, or an Exhibit or Schedule to, of this Agreement unless otherwise indicated. The table of contents, titles index of defined terms and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution of this Agreement and, therefore, waives the application of any Law providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained in this Agreement are applicable to for reference purposes only and shall not affect in any way the singular as well as the plural forms meaning or interpretation of such termsthis Agreement. Whenever required by the context, any pronoun words “include,” “includes” or “including” are used in this Agreement Agreement, they shall include be deemed to be followed by the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. words “without limitation.” The word words “ifhereof,” “hereto,” “hereby,” “herein” and other “hereunder” and words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision provision of this Agreement. Any reference herein Documents, materials and information are deemed to have been “dollarsmade available” to Parent and Merger Sub, only if such documents, materials or “$” shall mean United States dollarsinformation were available for review by the Company or the Company Representatives through an electronic data room in connection with the transactions contemplated hereby or disclosed in a SEC Report filed and publicly available, in each case, prior to the date of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All words used in this Agreement will be deemed construed to mean “and/or”be of such gender or number as the circumstances require. Any reference agreement, instrument or Law defined or referred to any particular code section herein means such agreement, instrument or any other Law will be interpreted as from time to include any revision of time amended, modified or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days supplemented, unless otherwise specifiedspecifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before prior to which, within which or following which, which any act is to be done or step taken under pursuant to this Agreement, the date that is the reference date in calculating such period will shall be excluded. If , and if the last day of such period is not a non-business dayBusiness Day, the period in question will shall end on the next succeeding business dayimmediately following Business Day. All accounting terms Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. 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 of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. When “since” is used herein in connection with a date, the period covered thereby shall be inclusive of such date. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties that each representation, warranty, covenant, condition, obligation and not expressly defined herein agreement contained in this Agreement shall have the meanings be given to them under GAAPfull, separate, and independent effect and that such provisions are cumulative.

Interpretation and Rules of Construction. (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (i) When when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.; (ii) Each party hereto agrees that it has been represented by counsel during the negotiation table of contents and execution headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement and, therefore, waives Agreement; (iii) whenever the application of any Law providing that ambiguities in an agreement words “include,” “includes” or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained “including” are used in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be they are deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). The ; (iv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; (vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by ; (vii) references to any Person are also to its successors and permitted assigns; (viii) the contextuse of “or” is not intended to be exclusive unless expressly indicated otherwise; and (ix) references to sums of money are expressed in lawful currency of the United States of America, any pronoun used and “$” refers to U.S. dollars. (b) Notwithstanding anything to the contrary contained in the Disclosure Schedules, in this Agreement shall include or in the corresponding masculineother Transaction Documents, feminine or neuter forms, the information and the singular form disclosures contained in any Section of nouns, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” Disclosure Schedule shall be deemed to mean “and/or”be disclosed and incorporated by reference in any other Section of such Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. Any No reference to or disclosure of EXECUTION COPY any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative item or other regulatory body shall be deemed to include reference to matter in any successor thereto. Any reference herein to any period Section of days will mean the relevant number of calendar days unless otherwise specified. 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, including any Section of a Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the date foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that is the reference date in calculating such period will be excluded. If the last day of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPbreach or violation exists or has actually occurred.

Interpretation and Rules of Construction. (i) When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution of this Agreement and, therefore, waives the application of any Law providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained in this Agreement, it is acknowledged in any Exhibit or Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Schedules or Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless by virtue of the relative levels authorship of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach any provisions of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”)this Agreement. The definitions contained in this Agreement are applicable of the terms herein shall apply equally to the singular as well as and the plural forms of such termsthe terms defined. Whenever required by the contextcontext may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word words “ifinclude,” “includes” and other words of similar import when used herein “including” shall be deemed in each case to be followed by the phrase “and only ifwithout limitation.” The word “shall” shall be construed to have the same meaning and effect as the word “will.” Unless the context requires otherwise (i) any definition of or reference to any Contract, instrument or other document herein shall be construed as referring to such Contract, 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 or otherwise set forth in such document), (ii) any reference herein to any Person shall be construed to include the Person’s successors and permitted assigns, (iii) the words “herein,” “heretohereof” and “hereunder,” and “hereby” and other words of similar import in this Agreement import, shall be deemed in each case construed to refer to this Agreement as a whole in its entirety and not to any particular section provision hereof, (iv) “day” shall mean calendar day, unless “Business Day” is expressly used, and (v) all references herein to Articles, Sections, Schedules or other subdivision Exhibits shall be construed to refer to Articles, Sections, Schedules or Exhibits of this Agreement. Any reference herein to The terms “dollars” or and “$US$” shall mean United States dollars. The term “or” , but references to amounts in US$ shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the period of time before whichalso mean, within which or following which, any act is to be done or step taken under this Agreementas applicable, the date that is the reference date in calculating such period will be excluded. If the last day equivalent amount of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPother currencies.

Interpretation and Rules of Construction. (i) When a reference is made The headings contained in this Agreement and in the table of contents to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicatedare for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The table of contents, titles and section headings used References to “this Agreement” shall include the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are used for convenience only hereby incorporated in and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution made a part of this Agreement andas if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, therefore, waives the application of any Law providing that ambiguities in an agreement Exhibit or any certificate or other document will be construed against the party drafting such agreement made or document. The parties hereto intend that each representation, warranty and covenant contained herein delivered pursuant to this Agreement but not otherwise defined therein shall have independent significance. Without limiting anything contained the meaning as defined in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained of terms in this Agreement are applicable shall apply equally to the singular as well as the and plural forms of such termsthe terms defined. Whenever required by the contextcontext may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “ifwill” shall be construed to have the same meaning as the word “shall.” The words “or,” “neither,” “nor” and other “either” are not exclusive. The words of similar import when used herein “include,” “includes” and “including” shall be deemed deemed, in each case case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and only such phrase shall not mean simply “if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein All references to “dollars” or “$” shall mean refer to the lawful currency of the United States dollarsStates. The term “or” shall be deemed to mean “and/or”. Any Unless the context requires otherwise (i) any definition of or reference to any particular code section Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law will as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, (ii) any reference in this Agreement to any Person shall be interpreted construed to include any revision such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body similar import, shall be deemed construed to include reference refer to this Agreement in its entirety and not to any successor thereto. Any reference herein particular provision hereof, (iv) all references in this Agreement to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the period of time before whichArticles, within which or following whichSections and Exhibits shall be construed to refer to Articles and Sections of, any act is to be done or step taken under and Exhibits to, this Agreement, the date that is the reference date in calculating such period will be excluded. If the last day of such period is a non-business dayunless otherwise indicated, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given (v) references to them under GAAP.clauses without

Interpretation and Rules of Construction. (a) For the purposes of this Agreement, (i) When a reference is made words in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution of this Agreement and, therefore, waives the application of any Law providing that ambiguities in an agreement or other document singular will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating held to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). 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 , and words of one gender will be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit, Annexes and Schedule are references to the Articles, Sections, paragraphs, Exhibits, Annexes and Schedules to this Agreement unless otherwise specified; (iii) all Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein; (iv) any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein will have the meaning as defined in this Agreement and, for the avoidance of doubt, any capitalized terms used in the definition of Indebtedness or Transaction Expenses but not otherwise defined therein will have the meaning referenced to them in this Agreement; (v) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, including the Exhibits, Annexes and Schedules hereto; (vi) references to “$” will mean U.S. dollars; (vii) the word “ifincluding” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall and any Ancillary Agreement will mean “including without limitation,” unless otherwise specified; (viii) the word “or” will not be exclusive; (ix) references to “written” or “in writing” include in electronic form; (x) each Party has participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement or any Ancillary Agreement; (xi) references to any statute will be deemed in each case to refer to such statute as amended through the Effective Date and to any rules or regulations promulgated thereunder as amended through the Effective Date (provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a whole and not specific date, references to any particular section or other subdivision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” shall statute will be deemed to mean refer to such statute and any rules or regulations promulgated thereunder as amended as of such specific date); (xii) “and/or”. Any ordinary course of business” means, unless specifically indicated otherwise, any action taken by the Seller or its Affiliates (including, prior to the Closing, the Acquired Companies), which is consistent with reasonable past practices of such Person with respect to the operation of the Business; (xiii) a reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified Person includes such Person’s successors and permitted assigns; (xiv) any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days “days” will mean the relevant number of calendar days unless otherwise Business Days are expressly specified. When ; (xv) when calculating the period of time before which, within which or following which, which any act is to be done or step taken under pursuant to this Agreement, the date that is the reference date in calculating such period will be excluded. If excluded and if the last day of such period is not a non-business dayBusiness Day, the period in question will end on the next succeeding business dayBusiness Day; (xvi) the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase not mean simply “if”, (xvii) amounts used in any calculations for purposes of this Agreement may be either positive or negative, it being understood that the addition of a negative number will mean the subtraction of the absolute value of such negative number and the subtraction of a negative number will mean the addition of the absolute value of such negative number, (xviii) the phrase “made available to” and phrases of similar import mean, with respect to any information, document or other material of the Seller or the Acquired Companies, or otherwise relating to the Business, that such information, document or other material was made available for review by the Purchaser and its representatives in the virtual data room established by the Seller or its representatives in connection with this Agreement (the “Data Room”) continuously for at least two (2) Business Days prior to the execution of this Agreement, (xix) when used in relation to or with respect to a JV Entity, the words “procure”, “ensure” and “cause” and similar words or expressions shall only mean the Seller or its Subsidiaries (including any Acquired Company) exercising any veto rights or consent rights that it (or any of its designees) is entitled or able to exercise (whether directly or indirectly) in accordance with the Constituent Documents of such JV Entity as a direct or indirect equityholder, or member of the board of directors (or equivalent governing body), of the JV Entity to prevent the relevant JV Entity taking any action to the contrary (i.e., Seller shall not be in breach of any such covenant if the JV Entity took any such action despite Seller and its Subsidiaries exercising any veto rights or consent rights so long as none of Seller, its Subsidiaries or their respective Representatives, directly or indirectly, encouraged such action or otherwise consented to, or waived its rights, with respect to such action) and (xx) the Parties agree to the interpretative matter set forth on Section 1.01(i) of the Disclosure Schedule. (b) Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosures contained in any Section of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of the Disclosure Schedule as though fully set forth in such other section to the extent the relevance of such information to such other Section is reasonably apparent on the face of said disclosure. All accounting terms used herein and not expressly defined herein No reference to or disclosure of any item or other matter in any Section of this Agreement, including any Section of the Disclosure Schedule, shall have be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the meanings given foregoing, no such reference to them under GAAPor disclosure of a possible breach or violation of any Contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Interpretation and Rules of Construction. (i) When a reference is made in this Agreement to an ArticleExhibit, an Annex, an Article or a Section, Exhibit or Schedule, such reference is shall be to an Exhibit, an Annex, an Article or a Section of, or an Exhibit or Schedule to, of this Agreement unless otherwise indicated. The table of contents, titles index of defined terms and section 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 the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” and “hereunder” and words of similar import when used in this Agreement are used for convenience only shall refer to this Agreement as a whole and are not to be considered in construing or interpreting any particular provision of this Agreement. . Documents, materials and information are deemed to have been “made available” to Parent and Merger Sub, if such documents, materials or information were (iia) Each party hereto agrees that it has been represented available for review by counsel during such person and its Representatives through the negotiation electronic data room entitled “Project ▇▇▇▇▇,” which is hosted by Intralinks in connection with the Transactions, (b) disclosed in a SEC Document filed and execution publicly available, or (c) otherwise provided by or on behalf of this Agreement andthe Company in writing to Parent, therefore, waives the application of any Law providing that ambiguities in an agreement Merger Sub or other document will be construed against the party drafting such agreement or documenttheir Representatives. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significanceterm “or” is not exclusive. Without limiting anything contained The word “extent” in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating phrase “to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “includingextent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “including, without limitation”). if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such termsterms and to the masculine as well as to the feminine and neuter genders of such term. Whenever required by Any agreement, instrument or Law defined or referred to herein means such agreement, instrument, or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. All accounting terms used and not defined herein have the contextrespective meanings given to them under GAAP, any pronoun used in this Agreement shall include except to the corresponding masculine, feminine extent otherwise specifically indicated or neuter forms, that the context otherwise requires. References to “ordinary course of business” refers to the ordinary course of business of the Company and the singular form of nounsCompany Subsidiaries, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement taken as a whole whole, consistent with past practice. References to a person are also to its successors and not to any particular section or other subdivision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specifiedpermitted assigns. When calculating the period of time before which, within which or following which, which any act is to be done or step taken under pursuant to this Agreement, the date that is the reference date in calculating such period will shall be excluded. If , and if the last day of such period is not a non-business dayBusiness Day, the period in question will shall end on the next succeeding business dayimmediately following Business Day. All accounting terms used herein Unless otherwise specifically indicated, all references to “dollars” and not “$” will be deemed references to the lawful money of the United States of America. 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 of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly defined herein shall have the meanings given to them under GAAPstated otherwise.

Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (ia) When when a reference is made in this Agreement to an Article, Section, Exhibit sub-Section or Disclosure Schedule, such reference is to an Article the corresponding Article, Section or sub-Section of, or an Exhibit or Disclosure Schedule to, this Agreement unless otherwise indicated. The ; (b) the table of contents, titles contents and section headings used in for this Agreement are used for convenience reference purposes only and are do not to be considered affect in construing any way the meaning or interpreting interpretation of this Agreement. ; (iic) Each party hereto agrees that it has been represented by counsel during whenever the negotiation and execution of this Agreement andwords “include”, therefore, waives the application of any Law providing that ambiguities in an agreement “includes” or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained “including” are used in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be they are deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). The ; (d) the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the words “known” or “knowledge” mean the actual knowledge of the executive officers of a party to this Agreement after conducting an investigation that is reasonable under the circumstances and in the context of the negotiation, execution and delivery of this Agreement; (f) the term “executive officer” has the meaning given to such term in Rule 3b-7 under the Exchange Act; (g) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required ; (h) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws; (i) the context, any pronoun used in this Agreement use of “or” is not intended to be exclusive unless expressly indicated otherwise; and (j) the masculine gender shall include the corresponding masculine, feminine or and neuter forms, and genders; the singular form of nouns, pronouns and verbs feminine gender shall include the plural masculine and vice versaneuter genders; and the neuter gender shall include the masculine and feminine genders. The word “if” and other words parties hereto agree that any rule of similar import when used herein shall be deemed in each case construction to the effect that ambiguities are to be followed by resolved against the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import drafting party shall not be applied in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section the construction or other subdivision interpretation of this Agreement. Any reference herein to “dollars” No summary of this Agreement prepared by or “$” shall mean United States dollars. The term “or” shall be deemed to mean “and/or”. Any reference to on behalf of any particular code section party will affect the meaning or any other Law will be interpreted to include any revision interpretation of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. 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 is the reference date in calculating such period will be excluded. If the last day of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

Interpretation and Rules of Construction. (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (i) When when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.; (ii) Each party hereto agrees that it has been represented by counsel during the negotiation table of contents and execution headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement and, therefore, waives Agreement; (iii) whenever the application of any Law providing that ambiguities in an agreement words “include,” “includes” or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained “including” are used in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be they are deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). The ; (iv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein; (vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by ; (vii) references to a Person are also to its successors and permitted assigns; (viii) the contextuse of “or” is not intended to be exclusive unless expressly indicated otherwise; and (ix) references to sums of money are expressed in lawful currency of the United States of America or the PRC and “$” refers to U.S. dollars and RMB refers to RenMinBi. (b) Notwithstanding anything to the contrary contained in the Disclosure Schedule, any pronoun used in this Agreement shall include or in the corresponding masculineAncillary Agreements, feminine or neuter forms, the information and the singular form disclosures contained in any Section of nouns, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” Disclosure Schedule shall be deemed to mean “and/or”be disclosed and incorporated by reference in each other Section of such Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. Any No reference to or disclosure of any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative item or other regulatory body shall be deemed to include reference to matter in any successor thereto. Any reference herein to any period Section of days will mean the relevant number of calendar days unless otherwise specified. 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, including any Section of a Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement or in such Disclosure Schedule. Without limiting the date foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that is the reference date in calculating such period will be excluded. If the last day of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPbreach or violation exists or has actually occurred.

Interpretation and Rules of Construction. (i) When a reference is made The headings contained in this Agreement and in the table of contents to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicatedare for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The table of contents, titles and section headings used References to “this Agreement” shall include the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are used for convenience only hereby incorporated in and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution made a part of this Agreement andas if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, therefore, waives the application of any Law providing that ambiguities in an agreement Exhibit or any certificate or other document will be construed against the party drafting such agreement made or document. The parties hereto intend that each representation, warranty and covenant contained herein delivered pursuant to this Agreement but not otherwise defined therein shall have independent significance. Without limiting anything contained the meaning as defined in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained of terms in this Agreement are applicable shall apply equally to the singular as well as the and plural forms of such termsthe terms defined. Whenever required by the contextcontext may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “ifwill” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and other words of similar import when used herein “including” shall be deemed deemed, in each case case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and only such phrase shall not mean simply “if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein All references to “dollars” or “$” shall mean refer to the lawful currency of the United States dollarsStates. Unless the context requires otherwise (a) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification is also listed on the appropriate section of the Company Disclosure Letter, (b) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (e) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (f) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The term parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m. Eastern Time on such day or business day, (ii) all references to “ordays” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the period of indicated as a “Business Day” and (iii) all days, business days, times and time before which, within which or following which, any act is to be done or step taken under periods contemplated by this Agreement, the date that is the reference date in calculating such period Agreement will be excludeddetermined by reference to Eastern Time. If Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the last day fourth decimal place, except in respect of such period is a non-business daypayments, which shall be rounded down to the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPnearest whole United States cent.

Interpretation and Rules of Construction. (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (i) When when a reference is made in this Agreement to an Article, Section, Exhibit Annex, Schedule or ScheduleExhibit, such reference is to an Article or Section of, or an Annex, Schedule or Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.; (ii) Each party hereto agrees that it has been represented by counsel during the negotiation table of contents and execution headings for this Agreement are for reference purposes only and do not in any way affect the meaning or interpretation of this Agreement and, therefore, waives Agreement; (iii) whenever the application of any Law providing that ambiguities in an agreement words “include,” “includes” or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained “including” are used in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be they are deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). The ; (iv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; (vi) 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 ; (vii) each gender-specific term used in this Agreement shall include the corresponding has a comparable meaning whether used in a masculine, feminine or neuter formsgender-neutral form; (viii) references to a Person are also to its successors and permitted assigns; (ix) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and (x) all references to the Purchaser, the Sellers, NPC and its Subsidiaries and their respective Affiliates shall include each of their respective successors. (b) The Parties have participated jointly in the negotiation and drafting of this Agreement and the singular form Escrow Agreement with sophisticated legal counsel. In the event an ambiguity or question of nounsintent or interpretation arises, pronouns this Agreement and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Escrow Agreement shall be deemed in each case to refer to construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement as a whole and not the Escrow Agreement. (c) Notwithstanding anything to any particular section or other subdivision of the contrary contained in this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” , the information and disclosures contained in any Section of the Disclosure Schedule shall be deemed to mean “and/or”be disclosed and incorporated by reference in any other Section of the Disclosure Schedule as though fully set forth in such other section for which such information is applicable as and to the extent the content of such disclosure makes its applicability to such other Section reasonably apparent on its face. Any No reference to or disclosure of any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative item or other regulatory body shall be deemed to include reference to matter in any successor thereto. Any reference herein to any period Section of days will mean the relevant number of calendar days unless otherwise specified. 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, including any Section of the date Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference date in calculating such period will to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be excluded. If the last day of such period is construed as an admission or indication that a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPbreach or violation exists or has actually occurred.

Interpretation and Rules of Construction. (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (i) When when a reference is made in this Agreement to an Article, Section, Exhibit Section or ScheduleExhibit, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.; (ii) Each party hereto agrees that it has been represented by counsel during the negotiation table of contents and execution headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement and, therefore, waives Agreement; (iii) whenever the application of any Law providing that ambiguities in an agreement words “include,” “includes” or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained “including” are used in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be they are deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). The ; (iv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein; (vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by ; (vii) references to a Person are also to its successors and permitted assigns; and (viii) references to sums of money are expressed in lawful currency of the contextUnited States of America, any pronoun used and “$” refers to U.S. dollars. (b) Notwithstanding anything to the contrary contained in the Seller Disclosure Schedule or in this Agreement shall include Agreement, the corresponding masculine, feminine or neuter forms, information and disclosures contained in any Section of the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used herein Seller Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each case other Section of such Seller Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent. Certain items and matters are listed in the Seller Disclosure Schedule for informational purposes only and may not be required to be followed listed therein by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision terms of this Agreement. Any In no event shall the listing of items or matters in the Seller Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. No reference herein to, or disclosure of, any item or matter in any Section of this Agreement or any Section of the Seller Disclosure Schedule shall be construed as an admission or indication that such item or matter is material or that such item or matter is required to “dollars” be referred to or “$” disclosed in this Agreement or in such Seller Disclosure Schedule. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any contract or agreement, Law or Governmental Order shall mean United States dollarsbe construed as an admission or indication that a breach or violation exists or has actually occurred. (c) From the date of this Agreement until the Closing, each party will promptly notify the other party in writing if it becomes aware of the existence or occurrence of any fact or condition (other than as expressly contemplated by this Agreement) that would have caused such party to be in material breach of any of its representations, warranties or covenants had any such representation or warranty been made (or had this Agreement been dated) as of the time of the discovery of such fact or condition. The term “or” delivery of any notice pursuant to this Section 1.03(c) shall be deemed not limit or otherwise affect the remedies available hereunder to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified a party receiving such notice. (d) Between the date hereof and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the period of time before which, within which or following which, any act is to be done or step taken under this AgreementClosing Date, the date that is Seller shall deliver to the reference date in calculating such period will be excluded. If Purchaser an unaudited balance sheet of the last day Company and related unaudited statements of operations and broadcasting cash flows of the Company for any applicable calendar quarters ending on September 30, December 31, March 31 and June 30 (the “Post-Signing Statements”) within twenty-five (25) Business Days after the end of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPquarter.

Interpretation and Rules of Construction. (ia) When In this Agreement, except to the extent otherwise provided or that the context otherwise requires: when a reference is made in this Agreement to an Article, Section, Exhibit Section or ScheduleExhibit, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used Agreement; when a reference is made in this Agreement to a Schedule, such reference is to a Schedule of the Disclosure Letter; the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; whenever the words “include,” “includes” or “including” are used for convenience only and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution of this Agreement and, therefore, waives the application of any Law providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be they are deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). The ; the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto; the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; and references to a Person are also to its successors and permitted assigns. Whenever required by the contextReferences to “Law”, any pronoun used in this Agreement shall include the corresponding masculine, feminine “Laws” or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used herein to a particular statute or Law shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted also to include any revision such Laws or statutes as such Laws or statutes are from time to time amended, modified or supplemented, including by succession of or comparable successor to that section regardless Laws. (b) The Parties have participated jointly in the negotiation and drafting of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. 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 is Ancillary Agreements and the reference date other agreements, documents and instruments executed and delivered in calculating such period will be excludedconnection herewith with counsel sophisticated in investment transactions. If In the last day event an ambiguity or question of such period is a non-business dayintent or interpretation arises, this Agreement, the period Ancillary Agreements and the agreements, documents and instruments executed and delivered in question will end on connection herewith shall be construed as if drafted jointly by the next succeeding business day. All accounting terms used herein Parties and not expressly defined herein no presumption or burden of proof shall have arise favoring or disfavoring any Party by virtue of the meanings given to them under GAAPauthorship of any provisions of this Agreement, the Ancillary Agreements and the agreements, documents and instruments executed and delivered in connection herewith.

Interpretation and Rules of Construction. (ia) When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles table of defined terms and section headings used set forth in this Agreement are used for convenience of reference only and are shall not to be considered affect in construing any way the meaning or interpreting interpretation of this Agreement. (iib) Each party hereto agrees that it has been represented by counsel during the negotiation and execution of this Agreement and, therefore, waives the application of any Law providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained in In this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating except to the same subject matter extent otherwise provided herein or the context otherwise requires: (regardless i) the definition of the relative levels of specificity) which such party has not breached terms herein shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained in this Agreement are applicable apply equally to the singular as well as and the plural forms of such terms. Whenever required by the context, plural; (ii) any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms, and ; (iii) the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word words “ifinclude,” and other words of similar import when used herein “includes” or “including” shall be deemed in each case to be followed by the phrase words “and only if.” The without limitation”; (iv) whenever the words “herein,” “hereof,” “hereto,” and “herebyhereunder” and other words of similar import are used in this Agreement Agreement, they shall be deemed in each case to refer references to this Agreement as a whole and not to any particular section Section or other subdivision provision of this Agreement. Any ; (v) the word “or” shall not be exclusive; (vi) the words “will” and “shall” have equal force and effect; (vii) reference herein to any Article, Section, Exhibit, or Schedule shall mean such Article or Section of, or such Exhibit, or Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition; (viii) reference to any Legal Requirement shall mean such Legal Requirement (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability; and (ix) reference to “dollars$” or “$dollars” shall mean United States dollarsDollars. (c) The Parties hereto have participated jointly in the negotiation and drafting of this Agreement. The term “or” In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be deemed to mean “and/or”. Any reference to construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any particular code section or Party hereto by virtue of the authorship of any other Law will be interpreted to include any revision provision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. 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 is the reference date in calculating such period will be excluded. If the last day of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

Interpretation and Rules of Construction. (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (i) When when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an a Schedule or Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.; (ii) Each party hereto agrees that it has been represented by counsel during the negotiation table of contents and execution headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement and, therefore, waives Agreement; (iii) whenever the application of any Law providing that ambiguities in an agreement words "include," "includes" or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained "including" are used in this Agreement, it is acknowledged that if they are deemed to be followed by the words "without limitation"; (iv) the words "hereof," "herein" and "hereunder" and words of similar import, when used in this Agreement, refer to this Agreement as a whole (including the Exhibits and Schedules hereto) and not to any party has breached any representation, warranty or covenant contained herein particular provision of this Agreement; (v) all terms defined in this Agreement have the defined meanings when used in any respectcertificate or other document made or delivered pursuant hereto, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant.unless otherwise defined therein; (iiivi) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by terms and, except as otherwise expressly provided or unless the contextcontext otherwise requires, any noun or pronoun used shall be deemed to cover all genders; (vii) references to a Person are also to its successors and permitted assigns; (viii) the use of "or" is not intended to be exclusive unless expressly indicated otherwise; (ix) all capitalized terms not defined in the Company Disclosure Schedule or the Parent Disclosure Schedule shall have the meanings ascribed to them in this Agreement. The representations and warranties of the Company in this Agreement shall include the corresponding masculine, feminine or neuter formsare made and given, and the singular form of nounscovenants are agreed to, pronouns subject to the disclosures and verbs shall include exceptions set forth in the plural and vice versaCompany Disclosure Schedule. The word “if” representations and warranties of Parent in this Agreement are made and given, and the covenants are agreed to, subject to the disclosures and exceptions set forth in the Parent Disclosure Schedule. The disclosure of any matter in any section of the Company Disclosure Schedule or Parent Disclosure Schedule shall be deemed to be a disclosure for all purposes of this Agreement and all other sections of the Company Disclosure Schedule or Parent Disclosure Schedule, respectively, to which such matter relates, to the extent reasonably apparent on the face of such disclosure. The listing of any matter shall expressly not be deemed to constitute an admission by any party hereto, or to otherwise imply, that any such matter is material, is required to be disclosed under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Company Disclosure Schedule or Parent Disclosure Schedule relating to any possible breach or violation of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter in the Company Disclosure Schedule or Parent Disclosure Schedule be deemed or interpreted to expand the scope of a party's representations, warranties and/or covenants set forth in this Agreement. All attachments to the Company Disclosure Schedule or Parent Disclosure Schedule are incorporated by reference into the Company Disclosure Schedule or Parent Disclosure Schedule, respectively. The information contained in the Company Disclosure Schedule or Parent Disclosure Schedule is in all events provided subject to and on the terms of the Confidentiality Agreement as though Evaluation Material (as such term is defined therein) thereunder; and (x) as used herein, the terms "made available" or "provided to Parent" and words of similar import when used herein shall be deemed mean that a document or material was uploaded and rendered visible and reviewable to Parent and its Representatives in each case to be followed by the phrase “"Project Omni" data room maintained at h▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. (b) The parties have participated jointly in the negotiation and only if.” The words “herein,” “hereto,” and “hereby” and other words drafting of similar import this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be deemed in each case to refer to this Agreement construed as a whole jointly drafted by the parties, and not to no presumption or burden of proof shall arise favoring or disfavoring any particular section or other subdivision party by virtue of the authorship of any provision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” shall be deemed to mean “and/or”. Any reference to any particular code section or . (c) Except as otherwise set forth herein, wherever a conflict exists between this Agreement and any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative Contract, agreement or other regulatory body instrument (including any Ancillary Agreement), this Agreement shall be deemed control but solely to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. 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 is the reference date in calculating such period will be excluded. If the last day extent of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPconflict.

Interpretation and Rules of Construction. (i) When a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference is shall be to an Article or a Section of, or an Exhibit or Schedule to, of this Agreement unless otherwise indicated. The table of contentsWhenever the words “include”, titles and section headings used in this Agreement “includes” or “including” are used for convenience only and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution of this Agreement and, therefore, waives the application of any Law providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached they shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). .” 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 word words “ifhereof,” “herein,” “hereby” and other “hereunder” and words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Words of any gender include each other gender and neuter genders and words using the singular or plural number also include the plural or singular number, respectively. Any reference contract or Law defined or referred to herein means such contract or Law as from time to “dollars” time amended, modified or “$” shall mean United States dollarssupplemented, including (in the case of contracts) by waiver or consent and (in the case of Laws) by succession or comparable successor statutes and references to all attachments thereto and instruments incorporated therein. The term word “or” shall not be deemed exclusive. The word “will” shall be construed to have the same meaning as the word “shall”. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days are specified. The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “and/orif”. Any reference to any particular code section deadline or any other Law will be interpreted to include any revision of or successor to time period set forth in this Agreement that section regardless of how it by its terms ends on a day that is numbered or classified and any reference herein to an administrative or other regulatory body not a business day shall be deemed automatically extended to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. 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 is the reference date in calculating such period will be excluded. If the last day of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein Each of the Parties has participated in the drafting and not expressly defined herein negotiating of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall have be construed as if it is drafted by all the meanings given Parties and without regard to them under GAAPany presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Interpretation and Rules of Construction. (ia) When a reference is made The headings contained in this Agreement to an ArticleAgreement, Section, in any Exhibit or Schedule, such and in the table of contents to this Agreement are for reference is purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Schedules or Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. (b) In the event that an Article ambiguity or Section of, a question of intent or an Exhibit or Schedule tointerpretation arises, this Agreement unless otherwise indicated. The table shall be construed as if drafted jointly by all Parties, and no presumption or burden of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing proof shall arise favoring or interpreting disfavoring any Party by virtue of the authorship of any provisions of this Agreement. (iic) Each party hereto agrees that it has been represented by counsel during The definitions of the negotiation and execution of this Agreement and, therefore, waives the application of any Law providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained terms herein shall have independent significance. Without limiting anything contained in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained in this Agreement are applicable apply equally to the singular as well as and the plural forms of such termsthe terms defined. Whenever required by the contextcontext may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word words “ifinclude,” “includes” and other words of similar import when used herein “including” shall be deemed in each case to be followed by the phrase “and only ifwithout limitation.” The word “shall” shall be construed to have the same meaning and effect as the word “will.” Unless the context requires otherwise (i) any definition of or reference to any contract, instrument or other document shall be construed as referring to such contract, 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 or otherwise set forth in such document); (ii) any reference herein to any Person shall be construed to include the Person’s successors and permitted assigns; (iii) the words “herein,” “heretohereof,” and “herebyhereunder” and other words of similar import in this Agreement shall be deemed in each case construed to refer to this Agreement as a whole in its entirety and not to any particular section provision hereof; (iv) “day” shall mean calendar day, unless “Business Day” is expressly used; and (v) all references to Articles, Sections, Schedules or other subdivision Exhibits shall be construed to refer to Articles, Sections, Schedules or Exhibits of this Agreement. Any reference herein to The terms “dollars” or and “$” shall mean United States dollars. The term terms “euros” and “€” shall mean euros, the currency used by the Institutions of the European Union. The word “or” shall be deemed to mean is used in the inclusive sense of “and/or”.” The terms “or,” “any” and “either” are not exclusive. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. 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 is the reference date in calculating such period will be excluded. If the last day of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.6210492_25 14

Interpretation and Rules of Construction. (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (i) When when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The Agreement; (ii) the table of contents, titles contents and section headings used in for this Agreement are used for convenience reference purposes only and are do not to be considered affect in construing any way the meaning or interpreting interpretation of this Agreement. ; (iiiii) Each party hereto agrees that it has been represented by counsel during whenever the negotiation and execution of this Agreement and, therefore, waives the application of any Law providing that ambiguities in an agreement words “include,” “includes” or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained “including” are used in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be they are deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). The ; (iv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein; (vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by ; (vii) references to a Person are also to its successors and permitted assigns; (viii) the contextuse of “or” is not intended to be exclusive unless expressly indicated otherwise; and (ix) references to sums of money are expressed in lawful currency of the United States of America, any pronoun used and “$” refers to U.S. dollars. (b) Notwithstanding anything to the contrary contained in the Disclosure Schedule, in this Agreement shall include or in the corresponding masculineAncillary Agreements, feminine or neuter forms, the information and the singular form disclosures contained in any Section of nouns, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” Disclosure Schedule shall be deemed to mean “and/or”be disclosed and incorporated by reference in any other Section of such Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information or disclosure (in either case, regardless of the absence of an express reference or cross-reference in a particular Section of the Agreement or a particular Section of the Seller’s Disclosure Schedule). Any No reference to or disclosure of any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative item or other regulatory body shall be deemed to include reference to matter in any successor thereto. Any reference herein to any period Section of days will mean the relevant number of calendar days unless otherwise specified. 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, including any Section of a Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the date foregoing, no such reference to or disclosure of a possible breach or violation of any Contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred. The disclosure of any matter in any Section of a Disclosure Schedule is the reference date in calculating such period will not to be excluded. If the last day of such period is a non-business daytreated as constituting or implying any representation, the period in question will end on the next succeeding business day. All accounting terms used herein and warranty, assurance or undertaking by any Seller Party not expressly defined herein set out in this Agreement, nor to be treated as adding to, limiting or extending the scope of any Seller Party’s representations or warranties in the Agreement. (c) Any Contract or other information required to be made available hereunder by the Seller shall have been made available in the meanings given Skydrive dataroom established by the Seller in connection with the transactions contemplated hereby for which Purchaser has been provided full access at least two (2) Business Days prior to them under GAAPthe execution of this Agreement.

Interpretation and Rules of Construction. (i) When a reference is made The headings contained in this Agreement and in the table of contents to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicatedare for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The table of contents, titles and section headings used References to “this Agreement” shall include the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are used for convenience only hereby incorporated in and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution made a part of this Agreement andas if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, therefore, waives the application of any Law providing that ambiguities in an agreement Exhibit or any certificate or other document will be construed against the party drafting such agreement made or document. The parties hereto intend that each representation, warranty and covenant contained herein delivered pursuant to this Agreement but not otherwise defined therein shall have independent significance. Without limiting anything contained the meaning as defined in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained of terms in this Agreement are applicable shall apply equally to the singular as well as the and plural forms of such termsthe terms defined. Whenever required by the contextcontext may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “ifwill” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and other words of similar import when used herein “including” shall be deemed deemed, in each case case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and only such phrase shall not mean simply “if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein All references to “dollars” or “$” shall mean refer to the lawful currency of the United States dollarsStates. Unless the context requires otherwise (i) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed in the Company Disclosure Letter, (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (v) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (vi) references from or through any date means, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The term parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “ordays” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the period of indicated as a “Business Day” and (iii) all days, Business Days, times and time before which, within which or following which, any act is to be done or step taken under periods contemplated by this Agreement, the date that is the reference date in calculating such period Agreement will be excludeddetermined by reference to Eastern Time. If Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the last day fourth decimal place, except in respect of such period is a non-business daypayments, which shall be rounded down to the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPnearest whole United States cent.

Interpretation and Rules of Construction. (i) When a reference is made The headings contained in this Agreement and in the table of contents to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicatedare for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The table of contents, titles and section headings used References to “this Agreement” shall include the Company Disclosure Letter. All Exhibits annexed to this Agreement or referred to in this Agreement are used for convenience only hereby incorporated in and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution made a part of this Agreement andas if set forth in full in this Agreement. Any terms used in the Company Disclosure Letter, therefore, waives the application of any Law providing that ambiguities in an agreement Exhibit or any certificate or other document will be construed against the party drafting such agreement made or document. The parties hereto intend that each representation, warranty and covenant contained herein delivered pursuant to this Agreement but not otherwise defined therein shall have independent significance. Without limiting anything contained the meaning as defined in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained of terms in this Agreement are applicable shall apply equally to the singular as well as the and plural forms of such termsthe terms defined. Whenever required by the contextcontext may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “ifwill” shall be construed to have the same meaning as the word “shall.” The words “include,” “includes” and “including” shall be deemed, in each case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other words thing extends, and such phrase shall not mean simply “if.” The phrase “ordinary course of similar import when used herein business” shall be deemed in each case to be followed by the phrase “and only if.” The words “hereinconsistent with past practice,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreementunless there is no relevant past practice. Any reference herein All references to “dollars” or “$” shall mean refer to the lawful currency of the United States dollarsStates. Any statute defined or referred to in this Agreement shall include all rules and regulations promulgated thereunder. Unless the context requires otherwise (a) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, but only to the extent, in the case of any amendment, supplement or other modification to any Contract, instrument or other document listed in the Company Disclosure Letter, that such amendment, supplement or other modification has been made available to Parent and is also listed on the appropriate section of the Company Disclosure Letter, (b) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references in this Agreement to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise indicated, (e) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (f) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The term parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Prior drafts of this Agreement or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement shall not be used as an aide of construction or otherwise constitute evidence of the intent of the parties to this Agreement, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of any such prior drafts. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) all references to “ordays” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the period of indicated as a “Business Day” and (iii) all days, business days, times and time before which, within which or following which, any act is to be done or step taken under periods contemplated by this Agreement, the date that is the reference date in calculating such period Agreement will be excludeddetermined by reference to Eastern Time. If Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the last day fourth decimal place, except in respect of such period is a non-business daypayments, which shall be rounded down to the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPnearest whole United States cent.

Interpretation and Rules of Construction. (i) When a reference is made in this Agreement to an Article, Section, Exhibit Whenever the words “include,” “includes” or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement “including” are used for convenience only and are not to be considered in construing or interpreting this Agreement. (ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution of this Agreement and, therefore, waives the application of any Law providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached they shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). .” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such termsterms and to the masculine as well as to the feminine and neuter genders of such term. Whenever required by When reference is made to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise indicated. References to clauses without a cross-reference to a Section or subsection are references to clauses within the contextsame Section or, if more specific, subsection. References from or through any pronoun used date shall mean, unless otherwise specified, from and including or through and including, respectively. The table of contents and descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. All terms defined in this Agreement shall include have the corresponding masculinedefined meanings when used in any certificate or other document made or delivered pursuant hereto, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versaunless otherwise defined therein. The word words “ifhereof,” “herein” and other “hereunder” and words of similar import import, when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to Agreement, refer to this Agreement as a whole and not to any particular section or other subdivision provision of this Agreement. Any reference herein references in this Agreement to “dollars” or “$” shall mean United States dollars. The term “orUS$” shall be deemed to U.S. dollars. References to days mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating used herein, the period word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if.” The term “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of time before whichagreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes, within which only to the extent the applicable amendment, modification or following which, any act supplement is also appropriately listed therein. References in this Agreement to be done specific laws or step taken under to specific provisions of laws shall include all rules and regulations promulgated thereunder. Each of the Parties has participated in the drafting and negotiation of this Agreement, the date that is the reference date in calculating such period will be excluded. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the last day parties and no presumption or burden of such period is a non-business day, proof shall arise favoring or disfavoring any party by virtue of authorship of any of the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPprovisions of this Agreement.

Interpretation and Rules of Construction. (i) When a reference is made in this Agreement to an ArticleAnnex, an Exhibit, an Article or a Section, Exhibit or Schedule, such reference is shall be to an Annex, an Exhibit, an Article or a Section of, or an Exhibit or Schedule to, of this Agreement unless otherwise indicated. The table of contents, titles index of defined terms and section 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 the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement are used for convenience only shall refer to this Agreement as a whole and are not to be considered in construing or interpreting any particular provision of this Agreement. . Documents, materials and information are deemed to have been “made available” to Parent and Merger Sub, if such documents, materials or information were at least one day prior to the date hereof (iia) Each party hereto agrees that it has been represented available for review by counsel during such person and its Representatives through the negotiation electronic data room entitled Panther, which is hosted by Datasite in connection with the Transactions, (b) disclosed in a SEC Document filed and execution publicly available or (c) otherwise provided by or on behalf of this Agreement andthe Company in writing to Parent, therefore, waives the application of any Law providing that ambiguities in an agreement Merger Sub or other document will be construed against the party drafting such agreement or documenttheir Representatives. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significanceterm “or” is not exclusive. Without limiting anything contained The word “extent” in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating phrase “to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “includingextent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “including, without limitation”). if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such termsterms and to the masculine as well as to the feminine and neuter genders of such term. Whenever required by the contextAny Contract or Law defined or referred to herein means such Contract or Law as from time to time amended, any pronoun used in this Agreement shall include the corresponding masculinemodified or supplemented, feminine or neuter formsunless otherwise specifically indicated, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used any Law referred to herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to also refer to this Agreement all rules and regulations promulgated thereunder. All accounting terms used and not defined herein have the respective meanings given to them under GAAP, except to the extent otherwise specifically indicated or that the context otherwise requires. References to “ordinary course of business” refers to the ordinary course of business of the Company and the Company Subsidiaries, taken as a whole whole, consistent with past practice. References to a person are also to its successors and not to any particular section or other subdivision permitted assigns. If the last day of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the a period of time before which, within which or following which, which any act is to be done or step taken under pursuant to this Agreement, the date that Agreement is the reference date in calculating such period will be excluded. If the last day of such period is not a non-business dayBusiness Day, the period in question will shall end on the next succeeding business dayimmediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. 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 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. References to “days” shall mean “calendar days” unless expressly stated otherwise. Whenever this Agreement requires a Company Subsidiary to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Company Subsidiary to take such action and, after the Effective Time, on the part of Parent and the Surviving Company to cause such Subsidiary to take such action. Whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub to take such action. All accounting terms used references herein and not expressly defined herein to “parties” shall have be to the meanings given to them under GAAPparties hereto unless the context shall otherwise require.

Interpretation and Rules of Construction. (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (i) When when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.; (ii) Each party hereto agrees that it has been represented by counsel during the negotiation table of contents and execution headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement and, therefore, waives Agreement; (iii) whenever the application of any Law providing that ambiguities in an agreement words “include,” “includes” or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained “including” are used in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be they are deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). The ; (iv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; (vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by ; (vii) references to a Person are also to its successors and permitted assigns; (viii) references to sums of money are expressed in lawful currency of the contextUnited States of America, any pronoun used and “$” refers to U.S. dollars; and (ix) the use of the term “or” is not intended to be exclusive. (b) Notwithstanding anything to the contrary contained in the Disclosure Schedule, in this Agreement shall include or in the corresponding masculineTransaction Documents, feminine or neuter forms, the information and disclosures contained in any Section of the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used herein Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each case other Section of such Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. Certain items and matters are listed in the Disclosure Schedule for informational purposes only and may not be required to be followed listed therein by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision terms of this Agreement. Any In no event shall the listing of items or matters in the Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. No reference herein to “dollars” to, or “$” shall mean United States dollars. The term “or” disclosure of, any item or matter in any Section of this Agreement or any Section of the Disclosure Schedule shall be deemed construed as an admission or indication that such item or matter is material or that such item or matter is required to mean “and/or”be referred to or disclosed in this Agreement or in the Disclosure Schedule. Any Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any particular code section contract or any other agreement, Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body Governmental Order shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the period of time before which, within which construed as an admission or following which, any act is to be done indication that a breach or step taken under this Agreement, the date that is the reference date in calculating such period will be excluded. If the last day of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPviolation exists or has actually occurred.

Interpretation and Rules of Construction. (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (i) When when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an a Schedule or Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.; (ii) Each party hereto agrees that it has been represented by counsel during the negotiation table of contents and execution headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement and, therefore, waives Agreement; (iii) whenever the application of any Law providing that ambiguities in an agreement words “include,” “includes” or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained “including” are used in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be they are deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). The ; (iv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole (including the Exhibits and Schedules hereto) and not to any particular provision of this Agreement; (v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; (vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by terms and, except as otherwise expressly provided or unless the contextcontext otherwise requires, any noun or pronoun used shall be deemed to cover all genders; (vii) references to a Person are also to its successors and permitted assigns; (viii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; (ix) all capitalized terms not defined in the Company Disclosure Schedule or the Justice Disclosure Schedule shall have the meanings ascribed to them in this Agreement. The representations and warranties of the Company in this Agreement shall include the corresponding masculine, feminine or neuter formsare made and given, and the singular form of nounscovenants are agreed to, pronouns subject to the disclosures and verbs shall include exceptions set forth in the plural and vice versaCompany Disclosure Schedule. The word “if” representations and other words warranties of similar import when used herein Justice in this Agreement are made and given, and the covenants are agreed to, subject to the disclosures and exceptions set forth in the Justice Disclosure Schedule. The disclosure of any matter in any section of the Company Disclosure Schedule or Justice Disclosure Schedule shall be deemed in each case to be followed a disclosure for all purposes of this Agreement and all other sections of the Company Disclosure Schedule or Justice Disclosure Schedule, respectively, to which such matter relates. The listing of any matter shall expressly not be deemed to constitute an admission by any party hereto, or to otherwise imply, that any such matter is material, is required to be disclosed under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the phrase “Company Disclosure Schedule or Justice Disclosure Schedule relating to any possible breach or violation of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter in the Company Disclosure Schedule or Justice Disclosure Schedule be deemed or interpreted to expand the scope of a party’s representations, warranties and/or covenants set forth in this Agreement. All attachments to the Company Disclosure Schedule or Justice Disclosure Schedule are incorporated by reference into the Company Disclosure Schedule or Justice Disclosure Schedule, respectively in which they are directly or indirectly referenced. The information contained in the Company Disclosure Schedule or Justice Disclosure Schedule is in all events provided subject to and only ifon the terms of the Confidentiality Agreement as though Evaluation Material (as such term is defined therein) thereunder; and (x) any Law defined or referred to in this Agreement or in any Ancillary Agreement shall mean such Law as from time to time amended, updated, modified, supplemented and superseded, including by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein and the rules applicable thereto, to the extent such amendment, update, modification, supplement or superseding Law is applicable to the transactions contemplated by this Agreement and the Ancillary Agreements.” (b) The words “herein,” “hereto,” parties have participated jointly in the negotiation and “hereby” and other words drafting of similar import this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be deemed in each case to refer to this Agreement construed as a whole jointly drafted by the parties, and not to no presumption or burden of proof shall arise favoring or disfavoring any particular section or other subdivision party by virtue of the authorship of any provision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” shall be deemed to mean “and/or”. Any reference to any particular code section or . (c) Except as otherwise set forth herein, wherever a conflict exists between this Agreement and any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative Contract, agreement or other regulatory body instrument (including any Ancillary Agreement), this Agreement shall be deemed control but solely to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. 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 is the reference date in calculating such period will be excluded. If the last day extent of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPconflict.

Interpretation and Rules of Construction. (i) When a reference is made in this Agreement to an ArticleAnnex, an Exhibit, an Article or a Section, Exhibit or Schedule, such reference is shall be to an Annex, an Exhibit, an Article or a Section of, or an Exhibit or Schedule to, of this Agreement unless otherwise indicated. The table of contents, titles index of defined terms and section 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 the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement are used for convenience only shall refer to this Agreement as a whole and are not to be considered in construing or interpreting any particular provision of this Agreement. . Documents, materials and information are deemed to have been “made available” to Parent and Merger Sub, if complete and accurate copies of such documents, materials or information (iitogether with all amendments, modifications, supplements, schedules, annexes and exhibits thereto) Each party hereto agrees that it has been represented were prior to the date hereof (a) available for review by counsel during such person and its Representatives through the negotiation electronic data room entitled Project ▇▇▇▇▇▇, which is hosted by Intralinks in connection with the Transactions, (b) disclosed in a SEC Document filed and execution publicly available, or (c) otherwise actually provided by or on behalf of this Agreement andthe Company in writing to Parent, therefore, waives the application of any Law providing that ambiguities in an agreement Merger Sub or other document will be construed against the party drafting such agreement or documenttheir Representatives. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significanceterm “or” is not exclusive. Without limiting anything contained The word “extent” in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating phrase “to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “includingextent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “including, without limitation”). if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such termsterms and to the masculine as well as to the feminine and neuter genders of such term. Whenever required by the contextAny Contract or Law defined or referred to herein means such Contract or Law as from time to time amended, any pronoun used in this Agreement shall include the corresponding masculinemodified or supplemented, feminine or neuter formsunless otherwise specifically indicated, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used any Law referred to herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to also refer to this Agreement as a whole all rules and regulations promulgated thereunder. All accounting terms used and not defined herein have the respective meanings given to any particular section them under GAAP, except to the extent otherwise specifically indicated or other subdivision of this Agreementthat the context otherwise requires. Any reference herein References to “dollarsordinary course of business” or “$” shall mean United States dollarsrefers to the ordinary course of business of the applicable person consistent with past practice (including with respect to quantity and frequency). The term “or” shall be deemed References to mean “and/or”a person are also to its successors and permitted assigns. Any reference to any particular code section or any other Law will be interpreted to include any revision If the last day of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the a period of time before which, within which or following which, which any act is to be done or step taken under pursuant to this Agreement, the date that Agreement is the reference date in calculating such period will be excluded. If the last day of such period is not a non-business dayBusiness Day, the period in question will shall end on the next succeeding business dayimmediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. 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 of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. Whenever this Agreement requires a Company Subsidiary to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Company Subsidiary to take such action and, after the Effective Time, on the part of Parent and the Surviving Company to cause such Subsidiary to take such action. Whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub to take such action. All accounting terms used references herein and not expressly defined herein to “parties” shall have be to the meanings given to them under GAAPparties hereto unless the context shall otherwise require.

Interpretation and Rules of Construction. (ia) When a reference is made in this Agreement to an ArticleAnnex, Exhibit, Article or Section, Exhibit or Schedule, such reference is shall be to an Annex, Exhibit, Article or Section of, or an Exhibit or Schedule to, of this Agreement unless otherwise indicated. The table of contents, titles index of defined terms and section 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 the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement are used for convenience only shall refer to this Agreement as a whole and are not to be considered in construing or interpreting any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Purchaser, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room (the “Data Room”) entitled “Project ESKIMO,” which is hosted by Donnelley Financial Solutions Venue (▇▇▇▇▇://▇▇▇. (ii▇▇▇▇▇▇▇▇.▇▇▇) Each party hereto agrees that it has been represented by counsel during in connection with the negotiation Transactions or disclosed in a SEC Report filed and execution of this publicly available, in each case, prior to the Agreement and, therefore, waives the application of any Law providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or documentDate. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significanceterm “or” is not exclusive. Without limiting anything contained The word “extent” in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating phrase “to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “includingextent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “including, without limitation”). if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by the contextAny agreement, any pronoun used in this Agreement shall include the corresponding masculineinstrument or Law defined or referred to herein means such agreement, feminine instrument or neuter formsLaw as from time to time amended, and the singular form of nounsmodified or supplemented, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specifiedspecifically indicated. References to a person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which, which any act is to be done or step taken under pursuant to this Agreement, the date that is the reference date in calculating such period will shall be excluded. If , and if the last day of such period is not a non-business dayBusiness Day, the period in question will shall end on the next succeeding business dayimmediately following Business Day. All accounting terms used herein Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. The phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not expressly defined herein such words actually follow such phrase. Any reference in this Agreement to a date or time shall have be deemed to be such date or time in the meanings given to them under GAAPtime zone in which Boston, Massachusetts is located, unless otherwise specified. (b) 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 of the provisions of this Agreement.

Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or required by the context: (ia) When when a reference is made in this Agreement to an Article, Section, Exhibit Exhibit, Annex or Schedule, such reference is to an Article or Section of, or an Exhibit Exhibit, Annex or Schedule to, this Agreement unless otherwise indicated. The , and all of the foregoing, including Seller Disclosure Schedule and Purchaser Disclosure Schedule, shall be considered part of this Agreement; (b) the table of contents, titles contents and section headings used in for this Agreement are used for convenience reference purposes only and are do not to be considered affect in construing any way the meaning or interpreting interpretation of this Agreement.; (iic) Each party hereto agrees that it has been represented by counsel during whenever the negotiation and execution of this Agreement andwords “include”, therefore, waives the application of any Law providing that ambiguities in an agreement “includes” or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained “including” are used in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. (iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be they are deemed to modify, limit or restrict in any manner be followed by the construction of the general statement to which it relates (such that, for instance, words “including” shall mean “including, without limitation”). The ; (d) the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; (f) whenever this Agreement requires a party to take an action, such requirement shall be deemed an undertaking by such party to cause it and its Subsidiaries, and to use its reasonable efforts to cause its other Affiliates, to take appropriate action in connection therewith; (g) except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced through the date hereof (and, in the case of statutes, include any rules and regulations promulgated under the statute through the date hereof) and all references to any section of any statute, rule or regulation include any successor to the section; (h) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required ; (i) the words “transactions contemplated hereby” or “transactions contemplated by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine Agreement” or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used herein shall be deemed in each case not include the Company Purchase and Assumption; and (j) references to be followed by the phrase “a Person are also to its successors and only ifpermitted assigns.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. 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 is the reference date in calculating such period will be excluded. If the last day of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.