Common use of Other Definitional and Interpretive Matters Clause in Contracts

Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation will apply: (a) when a reference is made in this Agreement to an Article, Section, subsection, Exhibit, Annex, Schedule or Recitals, such reference is to an Article, Section or Subsection of, an Exhibit, Annex or Schedule or the Recitals to, this Agreement unless otherwise indicated; (b) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) the words “include,” “includes” or “including” (or similar terms) are deemed to be followed by the words “without limitation”; (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 word “or” is not limiting or exclusive; (f) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action will be taken on the next Business Day following such day; (g) the Parties have participated jointly in the negotiation and drafting hereof; if any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision hereof; no prior draft of this Agreement nor any course of performance or course of dealing will be used in the interpretation or construction hereof; and (h) the contents of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of this Agreement and any reference to “this Agreement” will be deemed to include the Schedules, Exhibits and Annexes hereto.

Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for For all purposes of this Agreement, the following rules of interpretation will applyexcept as otherwise expressly provided: (a) when a reference is made in this Agreement to an Article, Section, subsection, Exhibit, Annex, Schedule Words importing the singular number or Recitals, such reference is to an Article, Section or Subsection of, an Exhibit, Annex or Schedule or plural number include the Recitals to, this Agreement unless otherwise indicatedplural number and singular number respectively; (b) Words importing the headings for this Agreement are for reference purposes only masculine gender include the feminine and do not affect in any way the meaning or interpretation of this Agreementneuter genders and vice versa; (c) All references to a given agreement, instrument or other document are references to that agreement, instrument or other document as modified, amended, supplemented and restated from time to time (but only if such modification, amendment, supplement or restatement is permitted pursuant hereto or pursuant to such agreement, instrument or other document); (d) Any reference to a statute includes, and is deemed to be, a reference to such statute and to the words rules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such statute and other such implementing provisions and enforced from time to time, and to any statute or other implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions; (e) References herein to “primarily” shall include “primarily” as well as any other standard that reflects a majority or more of the matter addressed, including “exclusively” or any similar term. (f) References herein to “include,” “includes” or and “including” (or similar terms) are will be deemed to be followed by the words phrase “without limitation;” (g) References herein to “$,” “USD” or “dollars” means lawful currency of the United States of America; (dh) the words Reference in this Agreement to “hereofherein,” “hereinhereby,” and “hereof” or “hereunder,” and words of or any similar importformulation, when used in this Agreement, will be deemed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (ei) Unless otherwise indicated, all references to time of day refer to Eastern Standard Time or Eastern Daylight Savings Time, as in effect in New York, New York on such day. For purposes of the computation of a period of time under this Agreement, (i) the word “orfrom” means “from and including” and the words “to” and “until” each means “to but excluding” and (ii)(A) the day of the act, event or default from which the designated period of time begins to run will be included, unless such period of time is not limiting denominated in Business Days and the day of the act, event or exclusive; (f) if any action is to be taken by any party hereto pursuant to this Agreement on a day that default is not a Business Day, such action in which event the period will be taken begin on the next day that is a Business Day following such dayDay, and (B) the last day of the period so computed will not be included; (gj) Subject to any applicable restrictions on assignment or other transfer in a Transaction Document, any references to a Person in such Transaction Document shall be deemed to be references to such Person’s successors, permitted transferees and permitted assigns from and after the effective date of the relevant succession, transfer or assignment; (k) The use of the term “shall,” “will” or “must” indicates a mandatory action and the use of the term “may” indicates a permissive action; (l) In the event of any conflict between the general terms and conditions of this Agreement and the specific terms and conditions which have been mutually agreed to by the parties in a Transaction Document, the terms and conditions contained in the Transaction Document shall prevail; and (m) The Parties hereto have participated jointly in the negotiation and drafting hereof; if any of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if jointly drafted jointly by the Parties, Parties hereto and no presumption or burden of proof will shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision hereof; no prior draft of this Agreement nor any course of performance or course of dealing will be used in the interpretation or construction hereof; and (h) the contents of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of this Agreement and any reference to “this Agreement” will be deemed to include the Schedules, Exhibits and Annexes hereto.

Other Definitional and Interpretive Matters. Unless otherwise expressly providedprovided herein, for purposes of this Agreement, the following rules of interpretation will shall apply: : (a) when calculating the period of time before which, within which or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference is made to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to an any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, subsection, Exhibit, Annex, Disclosure Schedule or Recitals, such reference is Exhibit of or to an Article, Section or Subsection of, an Exhibit, Annex or Schedule or the Recitals to, this Agreement unless otherwise indicated; (b) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) the words “include,” “includes” or “including” (or similar terms) are deemed to be followed by the words “without limitation”; ; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “herein”, “hereinafter”, “hereof,” ”, “hereinhereto” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to any particular provision of this Agreement; ; (ef) the word “orincluding” is and any variation thereof means “including without limitation” and shall not limiting be construed to limit any general statement that it follows to the specific or exclusive; (f) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action will be taken on the next Business Day similar items or matters immediately following such day; it; (g) the Parties have all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated jointly in the negotiation and drafting hereof; if any ambiguity or question of intent or interpretation arisesthis Agreement, this Agreement will be construed as if drafted jointly by which each Party acknowledges is the result of extensive negotiations among the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision hereof; no prior draft of consequently, this Agreement nor shall be interpreted without reference to any course of performance or course of dealing will Laws to the effect that any ambiguity in a document be used in construed against the interpretation or construction hereofdrafter; and (hi) the contents of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of language used in this Agreement and any reference to “this Agreement” will shall be deemed to include be the Scheduleslanguage chosen by the Parties hereto to express their mutual intent, Exhibits and Annexes heretono rule of strict construction shall be applied against any Party.

Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation will apply: (a) when a reference is made in this Agreement to an Article, Section, subsection, Exhibit, Annex, Schedule or Recitals, such reference is to an Article, Section or Subsection of, an Exhibit, Annex or Schedule or the Recitals to, this Agreement unless otherwise indicated; (b) 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; (c) the words “include,” “includes” or “including” (or similar terms) are deemed to be followed by the words “without limitation”; (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 word “or” is not limiting or exclusive; (f) any gender-specific reference in this Agreement include all genders; (g) the definitions contained in this Agreement are applicable to the other grammatical forms of such terms; (h) a reference to any legislation or to any provision of any legislation will include any modification, amendment or re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation; (i) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action will be taken on the next Business Day following such day; (gj) references to a Person are also to its permitted successors and assigns; (k) the Parties have participated jointly in the negotiation and drafting hereof; if any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision hereof; no prior draft of this Agreement nor any course of performance or course of dealing will be used in the interpretation or construction hereof; and; (hl) the contents of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes to this Agreement form an integral part of this Agreement and any reference to “this Agreement” will be deemed to include the Schedules, Exhibits and Annexes hereto; (m) no parol evidence will be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernible from a reading of this Agreement without consideration of any extrinsic evidence; (n) although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content); (o) the doctrine of election of remedies will not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a court considering this Agreement or the Transactions; and (p) Any dollar thresholds indicated in this Agreement will not be an admission or reflective of what is or may be deemed to be material or a Material Adverse Effect.

Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of As used in this Agreement, except to the following rules of interpretation will applyextent that the context otherwise requires: (a) when a reference is made in this Agreement to an Article, Section, subsection, Exhibit, Annex, Schedule Exhibit or RecitalsSchedule, such reference is to an Article, Article or Section or Subsection of, or an Exhibit, Annex Exhibit or Schedule or the Recitals to, this Agreement unless otherwise indicated, and the contents of the Disclosure Schedule and the other Schedules form an integral part of this Agreement and any reference to “this Agreement” shall be deemed to include the Schedules; (b) 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; (c) whenever the words “include,” “includes” or “including” (or similar terms) are used in this Agreement, they are deemed to be followed by the words “without limitation”; (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) any reference in this Agreement to gender shall include all genders, and the word “or” is not limiting or exclusivedefinitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (f) any reference herein to any statute shall also be deemed to refer to all rules and regulations promulgated thereunder; (g) if any action is to be taken by any party Party hereto pursuant to this Agreement on a day that is not a Business Day, such action will shall be taken on the next Business Day following such day; (gh) unless indicated otherwise, mathematical calculations contemplated hereby will be made to four digits, but payments will be rounded to the nearest whole cent, after aggregating all payments due to or owed by a Person; (i) references to a Person are also to its permitted successors and assigns; (j) documents or other information and materials shall be deemed to have been “made available” by Seller if and only if Seller has posted such documents and information and other materials to the online data room at least 48 hours prior to the execution and delivery of this Agreement by the Parties; (k) although the same or similar subject matters may be addressed in different provisions of this Agreement, the Parties have participated jointly intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in the negotiation this Agreement, each such provision will be read separately, be given independent significance and drafting hereof; if any ambiguity or question of intent or interpretation arises, this Agreement will not be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring limiting any Party by virtue of the authorship of any other provision hereof; no prior draft of this Agreement nor any course of performance (whether or course of dealing will be used not more general or more specific in the interpretation scope, substance or construction hereof; andcontent); (hl) the contents doctrine of election of remedies will not apply in constructing or interpreting the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part remedies provisions of this Agreement and any reference to “or the equitable power of a court considering this Agreement” will be deemed to include Agreement or the Schedules, Exhibits and Annexes hereto.transactions contemplated hereby;

Other Definitional and Interpretive Matters. Unless otherwise expressly providedprovided herein, for purposes of this Agreement, the following rules of interpretation will shall apply: : (a) when calculating the period of time before which, within which or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference is made to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to an any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, subsection, Exhibit, Annex, Disclosure Schedule or Recitals, such reference is Exhibit of or to an Article, Section or Subsection of, an Exhibit, Annex or Schedule or the Recitals to, this Agreement unless otherwise indicated; (b) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) the words “include,” “includes” or “including” (or similar terms) are deemed to be followed by the words “without limitation”; ; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “herein”, “hereinafter”, “hereof,” ”, “hereinhereto” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to any particular provision of this Agreement; ; (ef) the word “orincluding” is and any variation thereof means “including without limitation” and shall not limiting be construed to limit any general statement that it follows to the specific or exclusive; (f) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action will be taken on the next Business Day similar items or matters immediately following such day; it; (g) the Parties have all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated jointly in the negotiation and drafting hereof; if any ambiguity or question of intent or interpretation arisesthis Agreement, this Agreement will be construed as if drafted jointly by which each Party acknowledges is the result of extensive negotiations among the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision hereof; no prior draft of consequently, this Agreement nor shall be interpreted without reference to any course of performance or course of dealing will Laws to the effect that any ambiguity in a document be construed against the drafter; and (i) the language used in the interpretation or construction hereof; and (h) the contents of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of this Agreement and any reference to “this Agreement” will shall be deemed to include be the Scheduleslanguage chosen by the Parties hereto to express their mutual intent, Exhibits and Annexes heretono rule of strict construction shall be applied against any Party.

Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of (a) As used in this Agreement, except to the following rules of interpretation will applyextent that the context otherwise requires, references: (ai) when a reference is made in this Agreement to an Article, Section, subsection, Exhibit, Annex, Schedule or the Recitals, such reference is Articles, Sections, Exhibits or Schedules, are references to an Articlethe Recital, Article or Section or Subsection of, an Exhibit, Annex or Exhibit or Schedule or the Recitals to, this Agreement unless otherwise indicated; (ii) to any agreement (including this Agreement), Contract, statute or regulation are, unless specified otherwise, to the agreement, Contract, statute or regulation as amended, modified, supplemented or replaced from time to time, and to any section of any statute or regulation are to any successor to the section and all rules and regulations promulgated under the statute; (iii) to this Agreement are to this Agreement and the Exhibits and Schedules to it, taken as a whole; (iv) to a Person, include that Person and the permitted successors and assigns of that Person; and (v) to gender, shall include all genders, and the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. (b) the The headings for this Agreement are for reference purposes only and do not limit or otherwise affect in any way of the meaning or interpretation provisions of this Agreement;. (c) Whenever the words “include,” “includes” or “including” (or similar terms) are used in this Agreement, they are deemed to be followed by the words “without limitation.”; (d) Whenever the words “hereof,” “herein” and or “hereunder” and words of (or similar import, when terms) are used in this Agreement, they will be deemed to refer to this Agreement as a whole and not to any particular specific provision of this Agreement;. (e) the word The use of “or” is not limiting or exclusive;intended to be exclusive unless expressly indicated otherwise. (f) if If any action is to be taken by any party Party hereto pursuant to this Agreement on a day that is not a Business Day, such action will shall be taken on the next Business Day following such day;. (g) It is understood and agreed that neither the specifications of any dollar amount in this Agreement nor the inclusion of any specific item in the Schedules or Exhibits is intended to imply that such amounts or higher or lower amounts, or the items so included or other items, are or are not material, and no Party will use the fact of setting of such amounts or the fact of the inclusion of such item in the Schedules or Exhibits in any dispute or controversy between or among the Parties as to whether any obligation, item or matter is or is not material for purposes hereof. (h) No prior draft of this Agreement nor any course of performance or course of dealing will be used in the interpretation or construction hereof. No parol evidence will be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernible from a reading of this Agreement without consideration of any extrinsic evidence. (i) The Parties have participated jointly in the negotiation and drafting hereof; if any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision hereof; no prior draft of this Agreement nor any course of performance or course of dealing will be used in the interpretation or construction hereof; and. (hj) the contents of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of this Agreement and any reference All references to “this Agreement$” or “dollars” herein will be deemed to include be references to lawful currency of the SchedulesUnited States of America. (k) Unless otherwise defined in this Agreement, Exhibits and Annexes heretoaccounting terms will have the respective meanings assigned to them in accordance with GAAP consistently applied with the financial statements of the Company.

Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation will apply: (a) when a reference is made in this Agreement to an Article, Section, subsection, Exhibit, Annex, Schedule or Recitals, such reference is to an Article, Section or Subsection of, an Exhibit, Annex or Schedule or the Recitals to, this Agreement unless otherwise indicated; (b) 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; (c) the words “include,” “includes” or “including” (or similar terms) are deemed to be followed by the words “without limitation”; (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 word “or” is not limiting or exclusive; (f) any gender-specific reference in this Agreement include all genders; (g) the definitions contained in this Agreement are applicable to the other grammatical forms of such terms; (h) a reference to any legislation or to any provision of any legislation will include any modification, amendment or re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation; (i) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action will be taken on the next Business Day following such day; (gj) references to a Person are also to its permitted successors and assigns; (k) “ordinary course of business” (or similar terms) will be deemed followed by “consistent with past practice (including with respect to quantity or frequency)”; (l) the Parties have participated jointly in the negotiation and drafting hereof; if any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision hereof; no prior draft of this Agreement nor any course of performance or course of dealing will be used in the interpretation or construction hereof; and; (hm) the contents of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of this Agreement and any reference to “this Agreement” will be deemed to include the Schedules, Exhibits and Annexes hereto; (n) no parol evidence will be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernible from a reading of this Agreement without consideration of any extrinsic evidence; (o) although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content); (p) the doctrine of election of remedies will not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a court considering this Agreement or the Transactions; and (q) Any dollar thresholds indicated in this Agreement will not be an admission or reflective of what is or may be deemed to be material or a Material Adverse Effect.

Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, Agreement the following rules of interpretation will shall apply: : (a) when a any reference is made in this Agreement to an Articleany Acquired Company or to the Acquired Companies specifically excludes reference to StarStone Brazil, including for purposes of the definition of the “Business”; (b) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement, and all references in this Agreement to any “Section, subsection, Exhibit, Annex, Schedule or Recitals, such reference is ” are to an Article, the corresponding Section or Subsection of, an Exhibit, Annex or Schedule or the Recitals to, of this Agreement unless otherwise indicated; specified; (bd) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) the words such as “includeherein,” “includeshereinafter,” or “including” (or similar terms) are deemed to be followed by the words “without limitation”; (d) the words “hereof,” “hereinhereto,” and or “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to any particular provision of this Agreement; a subdivision in which such words appear unless the context otherwise requires; (e) the word “orincluding” is or any variation thereof means “including, without limitation” and shall not limiting be construed to limit any general statement that it follows to the specific or exclusive; similar items or matters immediately following it; (f) if any action is references to be taken by any party hereto pursuant “$”and “dollars” are to this Agreement on a day that is not a Business Day, such action will be taken on the next Business Day following such day; lawful currency of the United States; (g) the Parties have participated jointly schedules, annexes and exhibits attached to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein, and any matter disclosed by any Party on any one schedule with respect to any representation, warranty or covenant of such Party shall be deemed disclosed for purposes of all other representations, warranties or covenants of such Party to the extent that it is reasonably apparent from such disclosure that it also relates to such other representations, warranties or covenants; (h) a reference to any legislation or other law or to any provision of any legislation or other law shall include any modification, amendment, re-enactment thereof, any legislative or other provision substituted therefor, and all rules, regulations and statutory instruments issued or related to such legislation or other law; (i) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the negotiation and drafting hereof; if any ambiguity or question of intent construction or interpretation arisesof this Agreement; (j) references to “days” are to calendar days, this Agreement will unless Business Days are specified; and (k) if a period of time is specified as from a given day, or from the day of an act or event, it shall be construed as if drafted jointly by the Partiescalculated exclusive of that day, and no presumption or burden if a period of proof will arise favoring or disfavoring any Party by virtue time is expressed to be within a period beginning and ending on two (2) given days, it shall be exclusive of the authorship day at the beginning of any provision hereof; no such period and inclusive of the day at the end of such period. No prior draft of this Agreement nor any course of performance or course of dealing will shall be used in the interpretation or construction hereof; and (h) the contents of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of this Agreement and any reference to “this Agreement” will be deemed to include or the Schedules, Exhibits and Annexes heretoAncillary Agreements.

Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for For all purposes of this Agreement, the following rules of interpretation will applyexcept as otherwise expressly provided: (a) when a reference is made in this Agreement to an Article, Section, subsection, Exhibit, Annex, Schedule Words importing the singular number or Recitals, such reference is to an Article, Section or Subsection of, an Exhibit, Annex or Schedule or plural number include the Recitals to, this Agreement unless otherwise indicatedplural number and singular number respectively; (b) Words importing the headings for this Agreement are for reference purposes only masculine gender include the feminine and do not affect in any way the meaning or interpretation of this Agreementneuter genders and vice versa; (c) All references to a given agreement, instrument or other document are references to that agreement, instrument or other document as modified, amended, supplemented and restated from time to time (but only if such modification, amendment, supplement or restatement is permitted pursuant hereto or pursuant to such agreement, instrument or other document); (d) Any reference to a statute includes, and is deemed to be, a reference to such statute and to the words rules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such statute and other such implementing provisions and enforced from time to time, and to any statute or other implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions; (e) References herein to “primarily” shall include “primarily” as well as any other standard that reflects a majority or more of the matter addressed, including “exclusively” or any similar term. (f) References herein to “include,” “includes” or and “including” (or similar terms) are will be deemed to be followed by the words phrase “without limitation;”; (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 word “or” is not limiting or exclusive; (f) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action will be taken on the next Business Day following such day; (g) the Parties have participated jointly in the negotiation and drafting hereof; if any ambiguity References herein to “$,” “USD” or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue “dollars” means lawful currency of the authorship United States of any provision hereof; no prior draft of this Agreement nor any course of performance or course of dealing will be used in the interpretation or construction hereof; and (h) the contents of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of this Agreement and any reference to “this Agreement” will be deemed to include the Schedules, Exhibits and Annexes hereto.America;

Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of As used in this Agreement, except to the following rules of interpretation will applyextent that the context otherwise requires: (a) when a reference is made in this Agreement to an Article, Section, subsection, Exhibit, Annex, Schedule Exhibit or RecitalsSchedule, such reference is to an Article, Article or Section or Subsection of, or an Exhibit, Annex Exhibit or Schedule or the Recitals to, this Agreement unless otherwise indicated; (b) 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; (c) whenever the words “include,” “includes” or “including” (or similar terms) are used in this Agreement, they are deemed to be followed by the words “without limitation”; (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) any reference in this Agreement to gender shall include all genders, and the word “or” is not limiting or exclusivedefinitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (f) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action will shall be taken on the next Business Day following such day; (g) the Parties have participated jointly references to a Person are also to its permitted successors and assigns; (h) “ordinary course of business” (or similar terms) shall be deemed followed by “consistent with past practice (in the negotiation quantity and drafting hereof; if any ambiguity or question of intent or interpretation arises, this Agreement will frequency)”; (i) all acts and proceedings to be construed as if drafted jointly taken and all documents to be executed and delivered by the Partiesparties at the Closing shall be deemed to have been taken and executed simultaneously, and, except as permitted hereunder, no acts or proceedings shall be deemed taken nor any documents executed or delivered until all have taken, executed and no presumption or burden delivered; (j) references to Seller’s “knowledge” (and words of proof will arise favoring or disfavoring any Party by virtue similar import) mean the actual knowledge, after due inquiry and reasonable investigation, of the authorship individuals listed on Section 1.3(j) of any provision hereof; no prior draft of this Agreement nor any course of performance or course of dealing will be used in the interpretation or construction hereofSeller Disclosure Schedule; and (hk) references to Buyer’s “knowledge” (and words of similar import) mean the contents actual knowledge of the individuals listed on Section 1.3(k) of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of this Agreement and any reference to “this Agreement” will be deemed to include the Schedules, Exhibits and Annexes heretoSchedule.

Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation will shall apply: (a) when a reference is made Words in this Agreement to an Articlethe singular shall include the plural and vice versa, Sectionand words of one gender shall include the other genders, subsectionin each case, Exhibit, Annex, Schedule or Recitals, such reference is to an Article, Section or Subsection of, an Exhibit, Annex or Schedule or as the Recitals to, this Agreement unless otherwise indicated; context requires; (b) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) the words “include,” “includes” or “including” (or similar terms) are deemed to be followed by the words “without limitation”; (d) the words term “hereof,” “herein,” “hereinafter” and “hereunderherewith” and words of similar importimport shall, when used in this Agreementunless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement in which such words appear, and Article, Section, paragraph, clause, subclause and Exhibit references in this Agreement are to the corresponding Articles, Sections, paragraphs, clauses, subclauses and Exhibits to this Agreement and the Seller Disclosure Schedule (as applicable) unless otherwise specified; (c) the division of this Agreement into Articles, Sections and other Subdivisions and the insertion of headings are for convenience of reference only and will not affect or be utilized in construing or interpreting this Agreement; ; (d) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified and will not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; -21- (e) the terms “Dollars” and “$” mean U.S. Dollars, the lawful currency of the United States of America; (f) references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, that nothing contained in this Section 1.3, is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; (g) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; (h) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; (i) the word “or” is shall be disjunctive but not limiting exclusive; (j) references herein to any Law shall be deemed to refer to such Law as amended, modified, codified, reenacted, replaced, supplemented or exclusive; superseded in whole or in part and in effect from time to time, including any successor legislation thereto, and also to all rules and regulations promulgated thereunder, and references to any section or other provision of a Law means that section or provision of such Law in effect from time to time and constituting the substantive amendment, modification, codification, reenactment, replacement or supplement of such section or other provision; (fk) references herein to any Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof; (l) references to “made available” shall mean that such documents or information referenced shall have been provided in the Dataroom to Purchaser and its Representatives or made available to Purchaser and its Representatives at the Company’s principal place of business located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, in each case at least one (1) Business Day prior to the Effective Date; (m) if the last day for the giving of any action is to be taken by notice or the performance of any party hereto pursuant to act required or permitted under this Agreement on is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; (n) references herein to “as of the date hereof,” “as of the date of this Agreement” or words of similar import will be taken on the next Business Day following such day; (g) the Parties have participated jointly in the negotiation and drafting hereof; if any ambiguity or question of intent or interpretation arises, this Agreement will be construed deemed to mean “as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship date of any provision hereof; no prior draft the execution and delivery of this Agreement;” -22- (o) all Exhibits and the Seller Disclosure Schedule annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement nor as if set forth in full herein, and any course of performance or course of dealing will be capitalized terms used in the interpretation any Exhibit or construction hereof; and (h) the contents Section of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of this Agreement and any reference to “but not otherwise defined therein shall be defined as set forth in this Agreement” will be deemed to include the Schedules; and (p) terms used herein which are defined in GAAP are, Exhibits and Annexes hereto.unless specifically defined herein, used herein as defined in GAAP. ARTICLE II

Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of (a) As used in this Agreement, references to the following rules of interpretation will applyterms have the meanings indicated: (ai) when a reference is made in this Agreement to an Article, Section, subsection, Exhibit, Annex, Schedule the Preamble or to the Recitals, such reference is Sections, Articles or Schedules are to an Articlethe Preamble or a Recital, Section or Subsection Article of, an Exhibit, Annex or Schedule or the Recitals to, this Agreement unless otherwise indicatedclearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and all rules and regulations promulgated thereunder, and to any section of any Law include any successor to such section; (iv) to any Governmental Body includes any successor to the Governmental Body and to any Affiliate includes any successor to the Affiliate; (v) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and words of similar import refer to October 7, 2022; and (viii) to “this Agreement” includes the Schedules (including the Sellers Disclosure Schedule) to this Agreement. (b) Any documents and agreements which have been posted to (i) the headings for this Agreement are for reference purposes only electronic data room hosted by Venue and do not affect in labeled “Project Del Toro,” prior to 5:00 PM, New York time, on October 7, 2022 shall be deemed to have been “delivered,” “provided,” or “made available” (or any way phrase of similar import) to Buyer by the meaning or interpretation of this Agreement;Company and the Sellers. (c) Whenever the words “include,” “includes” or “including” (or similar terms) are used in this Agreement, they will be deemed to be followed by the words “without limitation”; (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 The word “or” is need not limiting or exclusive; (f) if any action is to be taken by any party hereto pursuant to disjunctive. Any singular term in this Agreement on a day that is not a Business Day, such action will be taken on the next Business Day following such day; (g) the Parties have participated jointly in the negotiation and drafting hereof; if any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision hereof; no prior draft of this Agreement nor any course of performance or course of dealing will be used in the interpretation or construction hereof; and (h) the contents of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of this Agreement and any reference to “this Agreement” will be deemed to include the Schedulesplural, Exhibits and Annexes heretoany plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (d) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding.” (e) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (f) References to a “Party” hereto means Buyer, the Company and the Sellers, unless the context otherwise requires. (g) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary.

Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for For all purposes of this Agreement, the following rules of interpretation will applyexcept as otherwise expressly provided: (a) when a reference is made in this Agreement to an Article, Section, subsection, Exhibit, Annex, Schedule Words importing the singular number or Recitals, such reference is to an Article, Section or Subsection of, an Exhibit, Annex or Schedule or plural number include the Recitals to, this Agreement unless otherwise indicatedplural number and singular number respectively; (b) Words importing the headings for this Agreement are for reference purposes only masculine gender include the feminine and do not affect in any way the meaning or interpretation of this Agreementneuter genders and vice versa; (c) All references to a given agreement, instrument or other document are references to that agreement, instrument or other document as modified, amended, supplemented and restated from time to time (but only if such modification, amendment, supplement or restatement is permitted pursuant hereto or pursuant to such agreement, instrument or other document); (d) Any reference to a statute includes, and is deemed to be, a reference to such statute and to the words rules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such statute and other such implementing provisions and enforced from time to time, and to any statute or other implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions; *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (e) References herein to “primarily” shall include “primarily” as well as any other standard that reflects a majority or more of the matter addressed, including "exclusively" or any similar term. (f) References herein to “include,” “includes” or and “including” (or similar terms) are will be deemed to be followed by the words phrase “without limitation;”; (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 word “or” is not limiting or exclusive; (f) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action will be taken on the next Business Day following such day; (g) the Parties have participated jointly in the negotiation and drafting hereof; if any ambiguity References herein to “$,” “USD” or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue “dollars” means lawful currency of the authorship United States of any provision hereof; no prior draft of this Agreement nor any course of performance or course of dealing will be used in the interpretation or construction hereof; and (h) the contents of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of this Agreement and any reference to “this Agreement” will be deemed to include the Schedules, Exhibits and Annexes hereto.America;