Common use of References; Interpretation Clause in Contracts

References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCo” shall also be deemed to refer to the applicable member of the AgCo Group, references to “MatCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo or SpecCo shall be deemed to require AgCo, MatCo or SpecCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Group or the SpecCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) the Parties have each participated in the negotiation and drafting of this AgreementAgreement and, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (ij) a reference to any Person includes such Person’s successors and permitted assigns; (jk) any reference to “days” means calendar days unless Business Days are expressly specified; (kl) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (lm) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (mn) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (no) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (op) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (pq) any consent given by any party hereto Party pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCo” shall also be deemed to refer to the applicable member of the AgCo Group, references to “MatCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCoAgCo” shall also be deemed to refer to the applicable member of the SpecCo AgCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo or SpecCo AgCo shall be deemed to require AgCo, MatCo or SpecCoAgCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Group or the SpecCo AgCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of this Agreement, (ai) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (bii) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (ciii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (div) references to “$” shall mean U.S. dollars; (ev) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (fvi) the word “or” shall not be exclusive; (gvii) references to “written” or “in writing” include in electronic form; (hviii) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (iix) a reference to any Person includes such Person’s successors and permitted assigns; (jx) any reference to “days” means calendar days unless Business Days are expressly specified; (kxi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (lxii) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (mxiii) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (nxiv) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (oxv) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (pxvi) any consent Consent given by any party Party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCo” shall also be deemed to refer to the applicable member of the AgCo Group, references to “MatCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo or SpecCo shall be deemed to require AgCo, MatCo or SpecCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Group or the SpecCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) words when a reference is made in the singular shall be held this Agreement to include the plural Article, Section, Exhibit and vice versaSchedule such reference is to an Article and Section of, and words of one gender shall be held to include the other gender as the context requiresExhibit and Schedule to, this Agreement; (b) references to the terms Article, Section, paragraph, clause, Exhibit table of contents and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to headings for this Agreement unless otherwise specifiedare for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever the terms words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (d) the words “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “includinghereunder” and words of similar import import, when used in this Agreement, refer to this Agreement shall mean “including without limitation,” as a whole and not to any particular provision of this Agreement; (e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise specifieddefined therein; (f) the word references to “orday” shall not be exclusiveor “days” are to calendar days; (g) references the definitions contained in this Agreement are applicable to “written” or “in writing” include in electronic formthe singular as well as the plural forms of such terms; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) references to a reference Person are also to any Person includes such Person’s its successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (ki) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded excluded, and if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day; (lj) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars; (k) references to any statute defined “statute” or referred “regulation” are to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time amended(and, modified in the case of any statute, include any rules and regulations promulgated under such statute) and to any “section of any statute or supplemented, unless otherwise specifically indicatedregulation” include any successor to such section; (l) the word “or” shall not be exclusive; (m) the use of the phrases “the date of reference in this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import Agreement to any time shall be deemed to refer to the date set forth in the preamble to this AgreementEastern time unless otherwise expressly provided herein; and (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCoCitrix” shall also be deemed to refer to the applicable member of the AgCo Citrix Group, references to “MatCoSpinCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo SpinCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo Citrix or SpecCo SpinCo shall be deemed to require AgCo, MatCo Citrix or SpecCoSpinCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Citrix Group or the SpecCo SpinCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) the Parties have each participated in the negotiation and drafting of this AgreementAgreement and, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (ij) a reference to any Person includes such Person’s successors and permitted assigns; (jk) any reference to “days” means calendar days unless Business Days are expressly specified; (kl) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (lm) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (mn) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (no) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (op) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (pq) any consent given by any party hereto Party pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCo” shall also be deemed to refer to the applicable member of the AgCo Group, references to “MatCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo or SpecCo shall be deemed to require AgCo, MatCo or SpecCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Group or the SpecCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of (1) References in this AgreementAgreement to any gender include references to all genders, (a) words and terms defined in the singular shall be held to include have a comparable meaning when used in the plural and vice versa, and words of one gender shall be held to include the other gender as . (2) Unless the context otherwise requires; (b) references to , the terms Articlewords “include”, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,includes” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the phrase “without limitation.” (3) Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement, as the same may be amended as provided herein. (4) Unless the context otherwise requires, the words “consistent hereof”, “hereby,” “herein” and “hereunder” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. (5) The term “extent” in the phrase “to the extent” when used in this Agreement refers to the degree to which a subject or other thing extends, and such phrase does not mean simply “if.” (6) When a reference is made to an agreement, instrument or other document, such reference shall include any exhibit, schedule or annex to such agreement, instrument or other document. (7) References to a document being in “agreed form” shall mean that it is in a form agreed by the Parties and signed for purpose of identification by or on behalf of the Parties, with past practicesuch alterations as may be agreed between the Parties from time to time. (8) Unless the context otherwise requires, where either Party’s approval or consent is required hereunder, such Party’s approval or consent shall be a prior consent, shall be in writing (including email) and shall not be unreasonably denied, delayed or conditioned. (9) The word “will” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto pursuant to when used in this Agreement shall be valid only if contained construed to have the same meaning as the word “shall.” (10) The words “written request” when used in a written instrument signed by such Party. this Agreement shall include email. (11) Reference in this Agreement to any time shall be to Eastern time unless otherwise expressly provided herein. (12) Unless the context requires otherwise, references in this Agreement to “AgCoAlkermes” shall also be deemed to refer to the applicable member of the AgCo Alkermes Group, references to “MatCoMural” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Mural Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo Alkermes or SpecCo Mural shall be deemed to require AgCo, MatCo Alkermes or SpecCoMural, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Alkermes Group or the SpecCo Mural Group, respectively, to take, or refrain from taking, any such action. (13) The word “or” shall not be exclusive. (14) References to any “statute” or “regulation” are to such statute or regulation 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 to any “section of any statute or regulation” include any successor to such section. References to any Governmental Entity include any successor to such Governmental Entity, and references to any Affiliate include any successor to such Affiliate. (15) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on 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. (16) Unless otherwise indicated, the word “day” shall be interpreted as a calendar day.

References; Interpretation. For the purposes of (1) References in this AgreementAgreement to any gender include references to all genders, (a) words and terms defined in the singular shall be held to include have a comparable meaning when used in the plural and vice versa, and words of one gender shall be held to include the other gender as . (2) Unless the context otherwise requires; (b) references to , the terms Articlewords “include”, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,includes” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the phrase “without limitation”. (3) Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement, as the same may be amended as provided herein. (4) Unless the context otherwise requires, the words “consistent hereof”, “hereby,” “herein” and “hereunder” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. (5) The term “extent” in the phrase “to the extent” when used in this Agreement refers to the degree to which a subject or other thing extends, and such phrase does not mean simply “if.” (6) When a reference is made to an agreement, instrument or other document, such reference shall include any exhibit, schedule or annex to such agreement, instrument or other document. (7) References to a document being in “agreed form” shall mean that it is in a form agreed by the Parties and signed for purpose of identification by or on behalf of the Parties, with past practicesuch alterations as may be agreed between the Parties from time to time. (8) Unless the context otherwise requires, where either Party’s approval or consent is required hereunder, such Party’s approval or consent shall be a prior consent, shall be in writing (including email) and shall not be unreasonably denied, delayed or conditioned. (9) The word “will” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto pursuant to when used in this Agreement shall be valid only if contained construed to have the same meaning as the word “shall”. (10) The words “written request” when used in a written instrument signed by such Party. this Agreement shall include email. (11) Reference in this Agreement to any time shall be to Eastern time unless otherwise expressly provided herein. (12) Unless the context requires otherwise, references in this Agreement to “AgCobluebird” shall also be deemed to refer to the applicable member of the AgCo bluebird Group, references to “MatCo2seventy” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo 2seventy Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo bluebird or SpecCo 2seventy shall be deemed to require AgCo, MatCo bluebird or SpecCo2seventy, as the case may be, to cause the applicable members of the AgCo Group, the MatCo bluebird Group or the SpecCo 2seventy Group, respectively, to take, or refrain from taking, any such action. (13) The word “or” shall not be exclusive. (14) References to any “statute” or “regulation” are to such statute or regulation 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 to any “section of any statute or regulation” include any successor to such section. References to any Governmental Entity include any successor to such Governmental Entity, and references to any Affiliate include any successor to such Affiliate. (15) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on 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. (16) Unless otherwise indicated, the word “day” shall be interpreted as a calendar day.

References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble Preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCo” shall also be deemed to refer to the applicable member of the AgCo Group, references to “MatCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo or SpecCo shall be deemed to require AgCo, MatCo or SpecCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Group or the SpecCo Group, respectively, to take, or refrain from taking, any such action.a

References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any either party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCoProduct SpinCo” shall also be deemed to refer to the applicable member of the AgCo Product SpinCo Group, references to “MatCoIP RemainCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo IP RemainCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo Product SpinCo or SpecCo IP RemainCo shall be deemed to require AgCoProduct SpinCo, MatCo or SpecCoIP RemainCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Product SpinCo Group or the SpecCo IP RemainCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) words when a reference is made in the singular shall be held this Agreement to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references such reference is to an Article and Section of, and Exhibit and Schedule to, this Agreement; (b) the Articles, Sections, paragraphs, clauses, Exhibits table of contents and Schedules to headings for this Agreement unless otherwise specified; are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever the terms words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (d) the words “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “includinghereunder” and words of similar import import, when used in this Agreement, refer to this Agreement shall mean “including without limitation,” as a whole and not to any particular provision of this Agreement; (e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise specified; defined therein; (f) the word “or” shall not be exclusive; (g) references to “writtenday” or “days” are to calendar days; (g) the definitions contained in writing” include in electronic form; this Agreement are applicable to the singular as well as the plural forms of such terms; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) references to a reference Person are also to any Person includes such Person’s its successors and permitted assigns; ; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (ki) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day; ; (lj) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars; (k) references to any statute defined “statute” or referred “regulation” are to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time amended(and, modified in the case of any statute, include any rules and regulations promulgated under such statute) and to any “section of any statute or supplemented, unless otherwise specifically indicated; regulation” include any successor to such section; (l) the word “or” shall not be exclusive; (m) the use of the phrases “the date of reference in this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import Agreement to any time shall be deemed to refer to the date set forth in the preamble to this AgreementEastern time unless otherwise expressly provided herein; and (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCoCitrix” shall also be deemed to refer to the applicable member of the AgCo Citrix Group, references to “MatCoSpinCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo SpinCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo Citrix or SpecCo SpinCo shall be deemed to require AgCo, MatCo Citrix or SpecCoSpinCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Citrix Group or the SpecCo SpinCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) the Parties have each participated in the negotiation and drafting of this AgreementAgreement and, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (ij) a reference to any Person includes such Person’s successors and permitted assigns; (jk) any reference to “days” means calendar days unless Business Days are expressly specified; (kl) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (lm) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (mn) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (no) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (op) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (pq) any consent given by any party hereto Party pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Group, references to “AgCo” shall also be deemed to refer to the applicable member of the AgCo Group, references to “MatCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo SpecCo or SpecCo AgCo shall be deemed to require SpecCo or AgCo, MatCo or SpecCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo SpecCo Group or the SpecCo AgCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of this Agreement, (ai) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (bii) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (ciii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (div) references to “$” shall mean U.S. dollars; (ev) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (fvi) the word “or” shall not be exclusive; (gvii) references to “written” or “in writing” include in electronic form; (hviii) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (iix) a reference to any Person includes such Person’s successors and permitted assigns; (jx) any reference to “days” means calendar days unless Business Days are expressly specified; (kxi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (lxii) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (mxiii) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (nxiv) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (oxv) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (pxvi) any consent given by any party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCo” shall also be deemed to refer to the applicable member of the AgCo Group, references to “MatCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo or SpecCo shall be deemed to require AgCo, MatCo or SpecCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Group or the SpecCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusiveexclusive (unless the context indicates otherwise); (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, and except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) any statute or Contract defined or referred to herein means such statute or Contract as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCoSpinCo” shall also be deemed to refer to the applicable member of the AgCo SpinCo Group, references to “MatCoRemainCo” or “Honeywell” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo RemainCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo SpinCo or SpecCo Honeywell shall be deemed to require AgCo, MatCo SpinCo or SpecCoHoneywell, as the case may be, to cause the applicable members of the AgCo Group, the MatCo SpinCo Group or the SpecCo RemainCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit Exhibit, Schedule and Schedule Attachment are references to the Articles, Sections, paragraphs, clauses, Exhibits Exhibits, Schedules and Schedules Attachments to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules Schedules, Exhibits and Exhibits Attachments hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusiveexclusive (unless the context indicates otherwise); (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, and except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) any statute or Contract defined or referred to herein means such statute or Contract as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCoLicensee” shall also be deemed to refer to the applicable member of the AgCo Licensee Group, references to “MatCoLicensor” or “Honeywell” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo RemainCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo Licensor or SpecCo Licensee shall be deemed to require AgCo, MatCo Licensor or SpecCoLicensee, as the case may be, to cause the applicable members of the AgCo Group, the MatCo SpinCo Group or the SpecCo RemainCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit clause and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits clauses and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” ”, “herein,” ”, “hereby,” ”, “hereto,” ”, and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” ”, unless otherwise specified; (f) the word “or” shall not be exclusiveexclusive (unless the context indicates otherwise); (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, and except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) any statute or Contract defined or referred to herein means such statute or Contract as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto Party pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCoElectronicsCo” shall also be deemed to refer to the applicable member of the AgCo ElectronicsCo Group, references to “MatCoRemainCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo RemainCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo ElectronicsCo or SpecCo RemainCo shall be deemed to require AgCo, MatCo ElectronicsCo or SpecCoRemainCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo ElectronicsCo Group or the SpecCo RemainCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” ”, “herein,” ”, “hereby,” ”, “hereto,” ”, and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” ”shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” ”, unless otherwise specified; (f) the word “or” shall not be exclusiveexclusive (unless the context indicates otherwise); (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, and except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) any statute or Contract defined or referred to herein means such statute or Contract as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto Party pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCoElectronicsCo” shall also be deemed to refer to the applicable member of the AgCo ElectronicsCo Group, references to “MatCoRemainCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo RemainCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo ElectronicsCo or SpecCo RemainCo shall be deemed to require AgCo, MatCo ElectronicsCo or SpecCoRemainCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo ElectronicsCo Group or the SpecCo RemainCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of this Agreement, (ai) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (bii) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (ciii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (div) references to “$” shall mean U.S. dollars; (ev) the word “including” and words of similar import when used in this Agreement shall mean “including including, without limitation,” unless otherwise specified; (fvi) the word “or” shall not be exclusive; (gvii) references to “written” or “in writing” include in electronic form; (hviii) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (iix) a reference to any Person includes such Person’s successors and permitted assigns; (jx) any reference to “days” means calendar days unless Business Days are expressly specified; (kxi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (lxii) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (mxiii) the use of the phrases “the date of this Agreement”, ,” “the date hereof”, ,” “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (nxiv) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (oxv) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (pxvi) any consent Consent given by any party Party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCoRemainCo” shall also be deemed to refer to the applicable member of the AgCo RemainCo Group, references to “MatCoElectronicsCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo ElectronicsCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo RemainCo or SpecCo ElectronicsCo shall be deemed to require AgCo, MatCo RemainCo or SpecCoElectronicsCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo RemainCo Group or the SpecCo ElectronicsCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For Unless the purposes of this Agreement, context otherwise requires: (a) words references in this Agreement to any gender include references to all genders, and references to the singular shall be held include references to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”; (c) references in this Agreement to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits heretoshall be deemed references to Articles and Sections of, Schedules to and Exhibits to, this Agreement; (d) references the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to “$” shall mean U.S. dollarsthis Agreement in its entirety and not to any particular Article, Section or provision of this Agreement; (e) the word “includingor” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (gf) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (kg) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and and, if the last day of such period is not a Business Day, then the period shall end on the next succeeding Business Day; (l) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (ph) any consent given by any party hereto pursuant to references in this Agreement shall be valid only if contained in a written instrument signed by to any Person includes such PartyPerson’s permitted successors and permitted assigns. Unless the context requires otherwiseotherwise requires, references in this Agreement to “AgCoCummins” shall also be deemed to refer to the applicable member of the AgCo Cummins Group, references to “MatCoFiltration” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Filtration Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo Cummins or SpecCo Filtration shall be deemed to require AgCo, MatCo Cummins or SpecCoFiltration, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Cummins Group or the SpecCo GroupFiltration Group (and including the GEO), respectively, to take, or refrain from taking, any such action. Unless otherwise expressly provided herein, whenever C▇▇▇▇▇▇’▇ consent is required under this Agreement, such consent may be withheld, delayed or conditioned by Cummins at its discretion, and whenever any action hereunder is at C▇▇▇▇▇▇’▇ discretion, such action shall be at C▇▇▇▇▇▇’▇ discretion. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

References; Interpretation. For the purposes of In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) words when a reference is made in the singular shall be held this Agreement to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references such reference is to an Article and Section of, and Exhibit and Schedule to, this Agreement; (b) the Articles, Sections, paragraphs, clauses, Exhibits table of contents and Schedules to headings for this Agreement unless otherwise specified; are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever the terms words “hereofinclude,” “hereinincludes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (d) the words “hereof,” “hereby,” “hereto,herein” and derivative or “hereunder” and words of similar words import, when used in this Agreement, refer to this entire Agreement as a whole and not to any particular provision of this Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; ; (e) the word “includingextent” and words of similar import in the phrase “to the extent,” when used in this Agreement Agreement, means the degree to which a subject or other theory extends and such phrase shall not mean “including without limitation,” unless otherwise specified; if”; (f) all terms defined in this Agreement have the word “or” shall not be exclusive; defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein; (g) references to “writtenday” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means are to calendar days unless Business Days are expressly specified; ; (kh) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (i) references to a Person are also to its successors and permitted assigns; (j) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day; ; (k) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars; (l) references to any statute defined “statute” or referred “regulation” are to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time amended(and, modified in the case of any statute, include any rules and regulations promulgated under such statute) and to any “section of any statute or supplemented, unless otherwise specifically indicated; regulation” include any successor to such section; (m) the use of word “or” shall not be exclusive and has the phrases inclusive meaning represented by the phrase “the date of this Agreementand/or”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; ; (n) the phrase “ordinary course of business” reference in this Agreement to any time shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phraseEastern Time unless otherwise expressly provided herein; and (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCoCompany” shall also be deemed to refer to the applicable member of the AgCo Company Group, references to “MatCoSplitCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo SplitCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo the Company or SpecCo SplitCo shall be deemed to require AgCo, MatCo the Company or SpecCoSplitCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Company Group or the SpecCo SplitCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusiveexclusive (unless the context indicates otherwise); (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, and except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) any statute or Contract defined or referred to herein means such statute or Contract as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, ,” “the date hereof”, ,” “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto Party pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless ; and (q) any capitalized term used in any Exhibit but not otherwise defined therein shall have the context requires otherwise, references meaning set forth in this Agreement to “AgCo” shall also be deemed to refer to the applicable member of the AgCo Group, references to “MatCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo or SpecCo shall be deemed to require AgCo, MatCo or SpecCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Group or the SpecCo Group, respectively, to take, or refrain from taking, any such actionSeparation Agreement (as applicable).

References; Interpretation. For Unless the purposes of this Agreement, context otherwise requires: (a) words references in this Agreement to any gender include references to all genders, and references to the singular shall be held include references to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”; (c) references in this Agreement to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clausesAnnexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement; (e) references in this Agreement to “$” shall mean U.S. United States dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” when used in this Agreement shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (kh) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and and, if the last day of such period is not a Business Day, then the period shall end on the next succeeding Business Day; (li) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practicewritten request” whether or not such words actually follow such phrasewhen used in this Agreement shall include email; (oj) where references in this Agreement to any time shall be to Indianapolis, Indiana time unless otherwise expressly provided herein; (k) references in this Agreement to a word percentage or phrase is defined herein, each a majority of its other grammatical forms Filtration Common Stock or Filtration Voting Stock shall have mean such percentage or majority determined on a corresponding meaningfully-diluted basis between the Effective Time and the Disposition Date; and (pl) any consent given by any party hereto pursuant to references in this Agreement shall be valid only if contained in a written instrument signed by to any Person includes such PartyPerson’s permitted successors and permitted assigns. Unless the context requires otherwiseotherwise requires, references in this Agreement to “AgCoCummins” shall also be deemed to refer to the applicable member of the AgCo Cummins Group, references to “MatCoFiltration” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Filtration Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo Cummins or SpecCo Filtration shall be deemed to require AgCo, MatCo Cummins or SpecCoFiltration, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Cummins Group or the SpecCo Filtration Group, respectively, to take, or refrain from taking, any such action. Unless otherwise expressly provided herein, whenever C▇▇▇▇▇▇’▇ consent is required under this Agreement, such consent may be withheld, delayed or conditioned by Cummins in its discretion, and whenever any action hereunder is at C▇▇▇▇▇▇’▇ discretion, such action shall be at C▇▇▇▇▇▇’▇ discretion. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

References; Interpretation. For the purposes of In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) words when a reference is made in the singular shall be held this Agreement to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references such reference is to an Article and Section of, and Exhibit and Schedule to, this Agreement; (b) the Articles, Sections, paragraphs, clauses, Exhibits table of contents and Schedules to headings for this Agreement unless otherwise specified; are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever the terms words “hereofinclude,” “hereinincludes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (d) the words “hereof,” “hereby,” “hereto,herein” and derivative or “hereunder” and words of similar words import, when used in this Agreement, refer to this entire Agreement as a whole and not to any particular provision of this Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; ; (e) the word “includingextent” and words of similar import in the phrase “to the extent,” when used in this Agreement Agreement, means the degree to which a subject or other theory extends and such phrase shall not mean “including without limitation,” unless otherwise specified; if”; (f) all terms defined in this Agreement have the word “or” shall not be exclusive; defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein; (g) references to “writtenday” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means are to calendar days unless Business Days are expressly specified; ; (kh) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (i) references to a Person are also to its successors and permitted assigns; (j) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day; ; (k) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars; (l) references to any statute defined “statute” or referred “regulation” are to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time amended(and, modified in the case of any statute, include any rules and regulations promulgated under such statute) and to any “section of any statute or supplemented, unless otherwise specifically indicated; regulation” include any successor to such section; (m) the use of word “or” shall not be exclusive and has the phrases inclusive meaning represented by the phrase “the date of this Agreementand/or”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; ; (n) the phrase “ordinary course of business” reference in this Agreement to any time shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phraseEastern Time unless otherwise expressly provided herein; and (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “AgCoFlorida” shall also be deemed to refer to the applicable member of the AgCo Florida Group, references to “MatCoSpinCo” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo SpinCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo Florida or SpecCo SpinCo shall be deemed to require AgCo, MatCo Florida or SpecCoSpinCo, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Florida Group or the SpecCo SpinCo Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble Preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party; and (q) any reference to a “month” shall mean a calendar month. Unless the context requires otherwise, references in this Agreement to “AgCoSpinco” shall also be deemed to refer to the applicable member of the AgCo Spinco Group, references to “MatCoRemainco” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Remainco Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo Spinco or SpecCo Remainco shall be deemed to require AgCo, MatCo Spinco or SpecCoRemainco, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Spinco Group or the SpecCo Remainco Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For Unless the purposes of this Agreement, context otherwise requires: (a) words references in this Agreement to any gender include references to all genders, and references to the singular shall be held include references to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”; (c) references in this Agreement to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits heretoshall be deemed references to Articles and Sections of, Schedules to and Exhibits to, this Agreement; (d) references the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to “$” shall mean U.S. dollarsthis Agreement in its entirety and not to any particular Article, Section or provision of this Agreement; (e) the word “includingor” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (gf) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (kg) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and and, if the last day of such period is not a Business Day, then the period shall end on the next succeeding Business Day; (l) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (ph) any consent given by any party hereto pursuant to references in this Agreement shall be valid only if contained in a written instrument signed by to any Person includes such PartyPerson’s permitted successors and permitted assigns. Unless the context requires otherwiseotherwise requires, references in this Agreement to “AgCoCummins” shall also be deemed to refer to the applicable member of the AgCo Cummins Group, references to “MatCoFiltration” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Filtration Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo Cummins or SpecCo Filtration shall be deemed to require AgCo, MatCo Cummins or SpecCoFiltration, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Cummins Group or the SpecCo GroupFiltration Group (and including the GEO), respectively, to take, or refrain from taking, any such action. Unless otherwise expressly provided herein, whenever C▇▇▇▇▇▇’▇ consent is required under this Agreement, such consent may be withheld, delayed or conditioned by Cummins in its discretion, and whenever any action hereunder is at C▇▇▇▇▇▇’▇ discretion, such action shall be at C▇▇▇▇▇▇’▇ discretion. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the Parties parties hereto have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble Preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by any party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such PartyParty (or RMT Partner, as applicable); and (q) any reference to a “month” shall mean a calendar month. Unless the context requires otherwise, references in this Agreement to “AgCoSpinco” shall also be deemed to refer to the applicable member of the AgCo Spinco Group, references to “MatCoRemainco” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Remainco Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo Spinco or SpecCo Remainco shall be deemed to require AgCo, MatCo Spinco or SpecCoRemainco, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Spinco Group or the SpecCo Remainco Group, respectively, to take, or refrain from taking, any such action.

References; Interpretation. For Unless the purposes of this Agreement, context otherwise requires: (a) words references in this Agreement to any gender include references to all genders, and references to the singular shall be held include references to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”; (c) references in this Agreement to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clausesAnnexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement; (e) references in this Agreement to “$” shall mean U.S. United States dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” when used in this Agreement shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (kh) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and and, if the last day of such period is not a Business Day, then the period shall end on the next succeeding Business Day; (li) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practicewritten request” whether or not such words actually follow such phrasewhen used in this Agreement shall include email; (oj) where references in this Agreement to any time shall be to Indianapolis, Indiana time unless otherwise expressly provided herein; (k) references in this Agreement to a word percentage or phrase is defined herein, each a majority of its other grammatical forms Filtration Common Stock or Filtration Voting Stock shall have mean such percentage or majority determined on a corresponding meaningfully-diluted basis between the Effective Time and the Disposition Date; and (pl) any consent given by any party hereto pursuant to references in this Agreement shall be valid only if contained in a written instrument signed by to any Person includes such PartyPerson’s permitted successors and permitted assigns. Unless the context requires otherwiseotherwise requires, references in this Agreement to “AgCoCummins” shall also be deemed to refer to the applicable member of the AgCo Cummins Group, references to “MatCoFiltration” shall also be deemed to refer to the applicable member of the MatCo Group, references to “SpecCo” shall also be deemed to refer to the applicable member of the SpecCo Filtration Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by AgCo, MatCo Cummins or SpecCo Filtration shall be deemed to require AgCo, MatCo Cummins or SpecCoFiltration, as the case may be, to cause the applicable members of the AgCo Group, the MatCo Cummins Group or the SpecCo Filtration Group, respectively, to take, or refrain from taking, any such action. Unless otherwise expressly provided herein, whenever ▇▇▇▇▇▇▇’▇ consent is required under this Agreement, such consent may be withheld, delayed or conditioned by Cummins in its discretion, and whenever any action hereunder is at ▇▇▇▇▇▇▇’▇ discretion, such action shall be at ▇▇▇▇▇▇▇’▇ discretion. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.