Common use of Construction; Interpretation Clause in Contracts

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Parent, any documents or other materials posted to the electronic data room located at hxxxx://xx.xxxxxx.xxx under the project names “VSee” and “iDoc” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Sponsor Letter Agreement, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Sections are to Sections of this Agreement; (k) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixl) if all references to the “date hereof” mean the date of this Agreement. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part Unless the context of this Agreement and shall not be deemed otherwise clearly requires, (a) references to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be plural include the language chosen by the parties to express their mutual intentsingular, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Unless otherwise indicated references to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (ivb) references to one gender include the other gender, (c) the words “include,” “includes” or and “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation”; ,” (vd) financial the terms “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (e) the terms “day” and “days” mean and refer to calendar day(s), (f) the terms “year” and “years” mean and refer to calendar year(s) and (g) all references to dates and times herein, except as otherwise specifically noted, shall refer to Los Angeles, CA time. If any payment is required to be made, or other action (including the giving of notice) is required to be taken, pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the meanings next succeeding Business Day. Unless otherwise set forth herein, references in this Agreement to any document, instrument or agreement (including this Agreement) (i) include and incorporate all schedules and other attachments thereto, (ii) include all documents, instruments or agreements issued or executed in replacement thereof and (iii) mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time, in each case to the extent that such terms under GAAP schedules, attachments, replacements, amendments, modifications or supplements have been provided to Parent. Unless otherwise set forth herein, references in this Agreement to a particular applicable Law means such applicable Law as amended, modified, supplemented or succeeded, from time to time and in effect at any given time and any rules or regulations promulgated thereunder. All Article, Section, Schedule and Exhibit references herein are to Articles, Sections, Schedules and Exhibits of this Agreement unless otherwise specified herein; (vi) references specified. This Agreement shall not be construed as if prepared by one of the Parties, but rather shall be construed according to its fair meaning as a whole, as if all Parties had prepared it. Any reference in this Agreement to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” dollars shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterU.S. dollars.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (ve) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vif) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viig) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viiih) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ixi) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. (a) The table of contents and headings herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. The language used Where a reference in this Agreement will be deemed is made to be the language chosen by the parties to express their mutual intentan Annex, and no rules of strict construction will be applied against any party. This Agreement Exhibit, Section or Schedule, such reference shall be construed as if drafted jointly by the partiesto an Annex, and no presumption Exhibit, Section or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer Schedule to this Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a wholenoun), including it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the Schedules singular have a comparable meaning when used in the plural and exhibitsvice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not to any be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular sectionclass of acts, subsectionmatters or things. Unless the context of this Agreement clearly requires otherwise, paragraph, subparagraph or clause contained in this Agreement; (ii) words importing the masculine gender shall also include the feminine and neutral genders, genders and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) . Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (v) financial .” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Except as otherwise specifically provided herein, currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to such terms them under GAAP unless otherwise specified herein; (vi) references IFRS. References to “$written” or “dollarin writing” include documents in electronic form or “US$” transmission by email. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith; provided, that for purposes of any representations and warranties set forth in this Agreement that are made as of a specific date, references to United States dollars; any Law shall be deemed to refer to such Law as amended as of such date. (viid) where the context permitsWhenever this Agreement refers to a number of days, the use of the term “or” will be non-exclusive and equivalent such number shall refer to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if calendar days unless Business Days are specified. Whenever any action under this Agreement is required to must be done taken hereunder on or taken on by a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action may be validly taken on or by the next day that is a Business Day. (e) The Parties have drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof shall be required to be done arise favoring or taken not on such day but on disfavoring any Party by virtue of the first succeeding Business Day thereafterauthorship of any provision of this Agreement.

Construction; Interpretation. The term “this Agreement” means this Asset Purchase Agreement together with the schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by according to their fair meaning and not strictly for or against any Party. Any reference to any particular Code section or any other Law or regulation will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified. All references to “$” shall be deemed references to United States dollars. Unless the partiescontext otherwise requires, and no presumption any reference to a “Section,” “Exhibit,” “Disclosure Schedule” or burden of proof “Schedule” shall arise favoring or disfavoring any party by virtue of the authorship of any provisions be deemed to refer to a section of this Agreement, exhibit to this Agreement or a schedule to this Agreement, as applicable. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) otherwise requires, the words, words “hereinhereof,” “hereto,herein” and “hereofhereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained in provision of this Agreement; (ii) masculine gender . The word “including” and words of similar import shall also include the feminine and neutral gendersmean “including, and vice versa; (iii) words importing without limitation.” The word “or” shall not be exclusive. Words in the singular shall also be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires. All pronouns and any variations thereof refer to the masculine, feminine or neuter, single or plural, and vice versa; (iv) as the words “include,” “includes” or “including” context may require. English shall be deemed the governing language of this Agreement. References to be followed by the words “without limitation”; (v) financial terms any statute, listing rule, rule, standard, regulation or other law shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent include a reference to the use of the term “and/or”; (viii) the word “extent” corresponding rules and regulations and, in the phrase “to the extent” shall mean the degree to which a subject or other thing extendseach case, any amendments, modifications, supplements and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterconsolidations.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to MEOA, any documents or other materials posted to the electronic data room located at [●] under the project name “Digerati” as of 5:00 p.m., Eastern Time, at least one day prior to the date of this Agreement; (1) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions (a) For purposes of this Agreement. Unless otherwise indicated to the contrary herein by , whenever the context or use thereofrequires: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender singular number shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (ii) the masculine gender shall include the feminine and neuter genders; (iii) the feminine gender shall include the masculine and neuter genders; and (iv) the neuter gender shall include masculine and feminine genders. (b) The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (c) As used in this Agreement, the words “include” and “including,” “includes” or “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”; (vd) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permitsAs used in this Agreement, the use words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (e) The measure of a period of one (1) month or year for purposes of this Agreement will be the date of the term “or” following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such period being measured will be non-exclusive and equivalent to the use next actual date of the term “and/or”; following month or year (viiifor example, one month following February 18 is March 18 and one month following March 31 is May 1). (f) As used in this Agreement, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”; (g) As used in this Agreement, the word “will” shall be deemed to have the same meaning and effect as the word “shall.” (ixh) if any action under As used in this Agreement, the terms “or,” “any” or “either” are not exclusive and shall be deemed to be “and/or.” (i) As used in this Agreement, references to “written” or “in writing” include in electronic form. (j) As used in this Agreement, references to the “date hereof” are to the date of this Agreement. (k) Except as otherwise indicated, all references in this Agreement is required to “Sections,” “Articles” and “Schedules” are intended to refer to Sections or Articles of this Agreement and Schedules to this Agreement. (l) As used in this Agreement, the terms “or,” “any” or “either” are not exclusive. (m) Except as otherwise indicated, all references in this Agreement to “Sections” and “Schedules” are intended to refer to Sections of this Agreement and Schedules to this Agreement. (n) The section and other headings and subheadings contained in this Agreement are for convenience of reference only, shall not be deemed to be done a part of this Agreement and shall not be referred to in connection with the construction, meaning or taken on interpretation of this Agreement. The preamble and the recitals set forth at the beginning of this Agreement are incorporated by reference into and made a day that is not a Business Day or on which a government office is not open with respect part of this Agreement. (o) Any payment to which a filing must be made, then such action made pursuant hereto shall be required made in U.S. dollars and by wire transfer of immediately available funds. (p) All references to be done statutes shall include all regulations promulgated thereunder, and all references to statutes and related regulations shall include all amendments of the same and any successor or taken not on such day but on the first succeeding Business Day thereafterreplacement statutes and regulations.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions (a) For purposes of this Agreement. Unless otherwise indicated to the contrary herein by , whenever the context or use thereofrequires: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular number shall also include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. (ivb) The Parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (c) As used in this Agreement, the words “include” and “including,” “includes” or “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”; (vd) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permitsAs used in this Agreement, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”; (e) As used in this Agreement, the word “will” shall be deemed to have the same meaning and effect as the word “shall.” (ixf) if any action under As used in this Agreement, the terms “or,” “any” or “either” are not exclusive. (g) Except as otherwise indicated, all references in this Agreement is required to “Sections,” “Exhibits” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits or Schedules to this Agreement. (h) The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be done a part of this Agreement and shall not be referred to in connection with the construction or taken on a day that is not a Business Day or on which a government office is not open with respect interpretation of this Agreement. (i) Any payment to which a filing must be made, then such action made pursuant hereto shall be required to be done or taken not on such day but on the first succeeding Business Day thereaftermade in U.S. dollars and by wire transfer of immediately available funds.

Construction; Interpretation. The term “this Agreement” means this Termination and Fee Agreement together with the Annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsAnnexes, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections or Annexes are to Articles, Sections or Annexes of this Agreement; and (ixk) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.. [Signature Page Follows]

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: thereof (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; , (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; , (iiic) words importing the singular shall also include the plural, and vice versa; , (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; , (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; , (viif) where the context permits, the use of the term word “or” will be non-exclusive is disjunctive but not necessarily exclusive, (g) the words “writing”, “written” and equivalent comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form, (h) the use of the term word “and/or”; day” means calendar day unless Business Day is expressly specified, (viiii) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; , (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to any Priveterra Party, any documents or other materials posted to the Donnelley Financial Solutions Venue electronic data room maintained by the Company as of 11:59 p.m., Pacific Time, on the day prior to the date of this Agreement, (l) all references to any Law will be to such Law as amended, supplemented, restated or otherwise modified or re-enacted from time to time, and (ixm) if all references to any Contract are to such Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement together with the schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this AgreementParties. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; and (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” . Where a reference in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required made (i) to be done any agreement (including this Agreement), contract, statute or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be maderegulation, then such action reference shall be required to (except as context may otherwise require) the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof) and (ii) to any statute or regulation, such reference shall also be done to any rules or taken not on such day but on the first succeeding Business Day thereafterregulations promulgated thereunder.

Construction; Interpretation. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party hereto, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this Agreementsuch party. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) all references to Articles or Sections are to Articles or Sections of this Agreement; and (ixj) if all references to any action under Law will be to such Law as amended, supplemented or otherwise modified from time to time. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done construed as if drafted jointly by the parties hereto, and no presumption or taken not on such day but on burden of proof shall arise favoring or disfavoring any party by virtue of the first succeeding Business Day thereafterauthorship of any provision of this Agreement.

Construction; Interpretation. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixl) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part parties hereto have participated jointly in the negotiation and drafting of this Agreement and shall not be deemed to limit Agreement. In the event an ambiguity or affect any question of the provisions hereof. The language used in intent or interpretation arises, this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, parties hereto and no presumption or burden of proof shall will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise indicated The parties intend that each representation, warranty, covenant, obligation, agreement and condition contained herein will have independent significance. The phrases “the date of this Agreement,” “the date hereof” and terms of similar import, shall be deemed to refer to the contrary herein by date set forth in the context or use thereof: (i) the words, first paragraph of this Agreement. The words “hereof,” “herein,” “hereto,” “hereofhereby” and other words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) whole unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) .” All references in this Agreement to “$” are to United States currency. All references in this Agreement to “Form S-3” shall include any successor form thereto. Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. A reference to the male gender shall be deemed to be a reference to the female gender and vice versa. Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on other than a Business Day, the party having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “dollar” or “US$day” shall be references to United States dollars; (vii) where the context permitsinterpreted as a calendar day. For purposes of this Agreement, the use Company may deem and treat the registered holder of Registrable Securities as the term “or” will Shareholder and absolute owner thereof, and the Company shall not be non-exclusive and equivalent affected by any notice to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereaftercontrary.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor their respective counsels, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data room located at xxxxxx.xxxxxxxxxx.xxx under the project name “DR” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to HighCape, any documents or other materials posted to the electronic data room located wxx.xxxxxxxxxx.xxx under the project name “Project Txxxx” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement and any other documents or materials posted prior to the date hereof or delivered to HighCape or its representatives which posting or delivery was acknowledged by email by HighCape or its representatives; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are This Agreement is the result of the joint efforts of the Parties, and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the Parties and there is to be no construction for convenience onlyor against any party based on any presumption of that party’s involvement, do not constitute a part or lack of involvement, in the drafting thereof. Any reference to any federal, state, local or foreign Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Whenever used in this Agreement and Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine plural as well as the singular and neutral to cover all genders, and vice versa; (iii) words importing the singular terms “include” and “including” shall also include be inclusive and not exclusive and, to the plural, and vice versa; (iv) extent not already followed by the words “include,” “includeswithout limitation” or “includingbut not limited to,” shall be deemed to be followed by the words “without limitation”; .” Unless otherwise specified, the terms “hereof,” “herein,” “hereunder,” “herewith” and similar terms refer to this Agreement as a whole (v) financial terms shall have including the meanings given Schedules and Exhibits to such terms under GAAP unless otherwise specified herein; (vi) this Agreement), and references herein to Sections and Articles refer to sections and articles of this Agreement. All references herein to “Dollars” or “$” or “dollar” or “US$” shall be deemed to be references to United States dollars; U.S. Dollars. Any document, list or other item shall be deemed to have been “made available” to Buyer Parties for all purposes hereof only if such document, list or other item was posted at least two (vii2) where the context permits, the use of the term “or” will be non-exclusive and equivalent Business Days prior to the use of the term “and/or”; (viii) the word “extent” date hereof in the phrase “to electronic data room established by HoldCo in connection with the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereaftertransactions contemplated hereby.

Construction; Interpretation. The term “this Agreement” means this Voting and Support Agreement together with the Schedule hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. The language In this Agreement, unless the context otherwise requires: (a) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement, the Merger Agreement, or any Ancillary Document has the meaning assigned to such term in accordance with GAAP; (d) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (e) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”; (h) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case to be followed by the words “consistent with past practice”; (i) any agreement, instrument, insurance policy, Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, regulations, rules or Orders) by succession of comparable successor statutes, regulations, rules or Orders and references to all attachments thereto and instruments incorporated therein; (j) except as otherwise indicated, all references in this Agreement will be deemed to be the language chosen by words “Section,” “Article,” “Schedule” and “Exhibit” are intended to refer to Sections, Articles, Schedules and Exhibits to this Agreement; and (k) the parties term “Dollars” or “$” means United States dollars. Any reference in this Agreement to express their mutual intenta Person’s directors shall include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers shall include any Person filling a substantially similar position for such Person. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, and no rules in the event an ambiguity or question of strict construction will be applied against any party. This intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the partiesParties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. Each of the Parties, and their respective counsel, have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the Parties. The headings herein are for convenience only, do not constitute a part terms of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties Parties hereto to express their mutual intent, and no rules rule of strict construction will shall be applied against any party. This Party, but rather this Agreement shall be construed and interpreted in accordance with the fair meaning thereof, having due regard to the benefits and rights intended to be conferred upon the Parties hereto and the limitations and restrictions upon such rights and benefits intended to be provided. The term “this Agreement” means this Transition Services Agreement together with the Schedules and Exhibits hereto, as if drafted jointly by the partiessame may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings set forth in this Agreement are inserted for convenience only and no presumption shall not affect in any way the meaning or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions interpretation of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; and (ixk) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Asset Purchase Agreement together with all the disclosure schedules to this Agreement (the “Schedules”) and exhibits hereto (the “Exhibits”), as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The table of contents and headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including including, the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) whenever the words “include,” “includes” or “including” used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ve) financial all terms defined in this Agreement shall have the defined meanings given to such terms under GAAP when used in any certificate or other document made or delivered pursuant hereto unless otherwise specified hereindefined therein; (vif) any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes and all regulations promulgated thereunder; (g) references to documents or records herein shall include physical and electronic versions thereof; (h) references to a Person are also to its permitted successors and assigns; (i) all references to “dollars” or “$” refer to currency of the United States of America; (j) when a reference is made in this Agreement to a “director” of any Party, or “dollar” or “US$” any of such Party’s Affiliates, such reference shall be references to United States dollarsa member of the board of directors or equivalent board of such entity; (viik) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall is not mean simply “if”exclusive; and (ixl) if any action under reference to any documents or information “provided” or “made available” by the Company shall mean (i) such documents and information as are included in the electronic data room administered by the Company at least five (5) Business Days prior to the date of this Agreement is required to be done or taken and (ii) any documents and information set forth on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterSchedule 9.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will shall be deemed to be the language chosen by the parties Parties to express their mutual intent, and no rules rule of strict construction will shall be applied against any partyParty. This Agreement Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be construed as if drafted jointly deemed to be followed by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. words “without limitation.” Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) other than references to Sections of the Company Disclosure Letter, all references to Sections, Articles, Exhibits or Annexes are to the Sections, Articles, Exhibits or Annexes of or to this Agreement; (b) the words, “herein,” “hereto,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular section, subsection, paragraph, subparagraph Section or clause contained in paragraph of this Agreement; (iic) masculine gender shall will also include the feminine and neutral genders, and vice versa; (iiid) words importing the singular shall will also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viiie) the word “extentor” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall is disjunctive but not mean simply “if”necessarily exclusive; and (ixf) if any action under except for references to statutes and regulations as set forth in Articles V and VI, which shall only be construed as references to such statutes and regulations as of the date of this Agreement is required Agreement, references to statutes will include all regulations promulgated thereunder and references to statutes or regulations will be done construed as including all statutory and regulatory provisions consolidating, amending or taken on a day that is not a Business Day replacing the statute or on which a government office is not open with respect regulation. Unless otherwise specified in this Agreement, all references to which a filing must currency, monetary values and dollars set forth herein will mean United States (U.S.) dollars and all payments hereunder will be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereaftermade in U.S. dollars.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) references from or through any date mean from and including or through and including such date, respectively, (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (l) the words “provided”, “delivered”, or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to ARYA, any documents or other materials posted to the electronic data room located at xxxxxxxx.xxx under the project name “Adagio” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement; (m) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (n) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (ixo) if the phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) references from or through any date mean from and including or through and including such date, respectively, (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (l) the words “provided”, “delivered”, or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to CBRG, any documents or other materials posted to the electronic data room located at dxxxxxxx.xxx under the project name “Phytanix” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement; (m) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (n) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (ixo) if the phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are for convenience onlyNo Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty hereto. Unless otherwise indicated to the contrary herein in this Agreement by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular section, subsection, paragraph, subparagraph Section or clause contained in this Agreementparagraph hereof; (iib) words importing the masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) reference to any Person includes such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this clause (d) is intended to authorize any assignment or transfer not otherwise expressly permitted by this Agreement; (e) reference to a Person in a particular capacity or capacities excludes such Person in any other capacity; (f) reference to any Contract means such Contract as amended, supplemented or modified from time to time in accordance with the words “include,” “includes” or “including” terms thereof; (g) all references to Sections shall be deemed to be followed references to the Sections of this Agreement unless otherwise provided; (h) all references to Exhibits shall be deemed to be references to the Exhibits attached hereto which are made a part hereof and incorporated herein by reference; (i) with respect to the determination of any period of time, the word “from” means “from and including” and the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to to” and “$until” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase each means “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “ifbut excluding;”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this AgreementAgreement or any of the Transaction Documents. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viivi) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viiivii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ixviii) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience only, do not constitute a part of this Agreement only and shall not be deemed to limit affect in any way the meaning or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions interpretation of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$U.S. $” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not exclusive; (viiig) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to ARYA, any documents or other materials posted to the electronic data room located at xxxxxxxx.xxx under the project name “Apollo AT” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement; (l) all references to any Law will be to such Law, as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Company Voting and Support Agreement together with the Schedule hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. The language In this Agreement, unless the context otherwise requires: (a) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement, the Merger Agreement, or any Ancillary Document has the meaning assigned to such term in accordance with GAAP; (d) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (e) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”; (h) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case to be followed by the words “consistent with past practice”; (i) any agreement, instrument, insurance policy, Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, regulations, rules or Orders) by succession of comparable successor statutes, regulations, rules or Orders and references to all attachments thereto and instruments incorporated therein; (j) except as otherwise indicated, all references in this Agreement will be deemed to be the language chosen by words “Section,” “Article,” “Schedule” and “Exhibit” are intended to refer to Sections, Articles, Schedules and Exhibits to this Agreement; and (k) the parties term “Dollars” or “$” means United States dollars. Any reference in this Agreement to express their mutual intenta Person’s directors shall include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers shall include any Person filling a substantially similar position for such Person. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, and no rules in the event an ambiguity or question of strict construction will be applied against any party. This intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the partiesParties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: thereof (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; , (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; , (iiic) words importing the singular shall also include the plural, and vice versa; , (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; ,” (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; , (viif) where the context permits, the use of the term word “or” will be non-exclusive is disjunctive but not necessarily exclusive, (g) the words “writing,” “written” and equivalent comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form, (h) the use of the term word “and/or”; day” means calendar day unless Business Day is expressly specified, (viiii) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; ,” (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to any SPAC Party, any documents or other materials posted to datasite electronic data room maintained by or on behalf of the Company as of 5:00 p.m., Eastern Time, at least one day prior to the date of this Agreement, (l) all references to any Law will be to such Law as amended, supplemented, restated or otherwise modified or re-enacted from time to time, and (ixm) if all references to any Contract are to such Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor their respective counsels, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data room located wxx.xxxxxxxxxx.xxx under the project name “HUB Cyber Security” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with the Schedules hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsSchedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections or Schedules are to Articles, Sections, and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available (i) to Acquirer, any documents or other materials posted to the “Gryphon VDR” electronic data room hosted by Google Drive and (ixii) if to the Company, any documents or other materials posted to the “Akerna VDR” hosted by Intralinks, in each case as of 5:00 p.m., New York City time, at least two (2) Business Days prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time and all rules and regulations promulgated thereunder; and (m) all references to any Contract are to such Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); provided that this clause (m) shall not apply with respect to the Company Disclosure Schedules or the Acquirer Disclosure Schedules. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) references from or through any date mean from and including or through and including such date, respectively; (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; and (ixl) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules, Annexes and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits, Annexes or Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement; (k) the words “made available” (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to ACT, any documents or other materials posted to the electronic data room located at xxxxxxxxxx.xxx under the project name “Project Takeoff” as of 5:00 p.m., Eastern Standard Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or reenacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with the Schedules and Annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsAnnexes, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Annexes or Schedules are to Articles, Sections, Annexes and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available (i) to Acquiror, any documents or other materials posted to the “Gryphon VDR” electronic data room hosted by Google Drive and (ixii) if to the Company, any documents or other materials posted to the “Akerna VDR” hosted by Intralinks, in each case as of 5:00 p.m., New York City time, at least two (2) Business Days prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time and all rules and regulations promulgated thereunder; and (m) all references to any Contract are to such Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); provided that this clause (m) shall not apply with respect to the Company Disclosure Schedules or the Acquiror Disclosure Schedules. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with all Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the wordswords “herein”, “herein,” “hereto,” ”, “hereof” and words of similar import refer to this Agreement as a whole, including including, without limitation, the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,including” and “includessuch as” or and words of similar import when used in this Agreement shall mean “including” , without limitation”; (e) all references to any period of days shall be deemed to be followed by to the words relevant number of calendar days unless otherwise specified; (f) the word “without limitationwill” shall be construed to have the same meaning as the word “shall”; (vg) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term word “or” will shall not be non-exclusive and equivalent to the use of the term “and/or”exclusive; (viiih) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (ixin the case of Law) if any action under this Agreement is required by succession of comparable successor Law and references to be done all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or taken on a day that is not a Business Day or on which a government office is not open with respect dollars shall refer to which a filing must be madeUnited States dollars, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterunless otherwise specified.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to STPC, any documents or other materials posted to the electronic data room located at hxxxx://xxxxxxxxxxxxx.xxxxxxxxx.xxx under the project name “Project Better Future” as of 5:00 p.m., Central Time, at least one (1) Business Day prior to the date hereof; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified from time to time; (m) whenever the words “in the ordinary course of business”, “in the ordinary course” or words of similar import are used in this Agreement, they shall be deemed to be followed by the words “consistent with its past practice” and shall be construed to mean in the ordinary and usual course of normal day-to-day operations of the business of such Person consistent with its past practice; and (ixn) if all references to any Contract (except for any such references in the Schedules) are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Construction; Interpretation. The term “this Agreement” means this Equity and Asset Purchase Agreement together with the Disclosure Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreementagainst either Party. Unless otherwise indicated to the contrary herein by the context or use thereof, when used in this Agreement: (ia) the words, “herein,” “hereto,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Disclosure Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) “$” and “dollar” shall refer to U.S. dollars; (e) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vif) references to “$” or “dollar” or “US$” shall be Articles, Sections, Exhibits and Schedules are references to United States dollarsthe Articles, Sections, Exhibits and Schedules to this Agreement unless otherwise specified; (viig) where the context permitswhenever this Agreement refers to a number of days, the use of the term such number shall refer to calendar days unless such reference is specifically to “or” will be non-exclusive and equivalent to the use of the term “and/orBusiness Days”; (viiih) a reference to any Person includes such Person’s permitted successors and assigns; (j) references to a statute means such statute as amended, modified or supplemented from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder, in each case through the word “extent” date hereof; (j) references to any Contract or other document are to that Contract or other document as amended, restated, supplemented or otherwise modified in accordance with the phrase “terms thereof prior to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”date hereof; and (ixk) if any action under each representation, warranty, covenant, agreement and condition contained in this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterhave independent significance.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules Schedules, Annexes and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where references to “CAD$” and “Canadian dollar” shall be references to Canadian dollars; (g) the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiih) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (i) the word “day” means calendar day unless Business Day is expressly specified; (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to “Articles,” “Sections,” “Annexes,” “Exhibits” or “Schedules” are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement; (l) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data site maintained by the Company in connection with the Transactions or otherwise provided to SPAC or its Representatives in electronic form, in each case, prior to the execution of this Agreement; (m) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (n) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation; and (ixo) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP or IFRS, as applicable.

Construction; Interpretation. The term “this Agreement” means this Agreement together with Schedule I and Exhibit A hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this Agreementparty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules Schedule I and exhibitsExhibit A hereto, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; ” and (ixi) if all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits of this Agreement. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part Perception or Antara, nor their respective counsels, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the partiesaccording to their fair meaning and not strictly for or against any Party, and no presumption Perception or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this AgreementAntara. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data room located xxx.xxxxxxxxxx.xxx under the project name “Innoviz Technologies” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: thereof (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; , (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; , (iiic) words importing the singular shall also include the plural, and vice versa; , (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; , (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; , (viif) where the context permits, the use of the term word “or” will be non-exclusive is disjunctive but not necessarily exclusive, (g) the words “writing”, “written” and equivalent comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form, (h) the use of the term word “and/or”; day” means calendar day unless Business Day is expressly specified, (viiii) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; , (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to any DYNS Party, any documents or other materials posted to the ShareVault electronic data room maintained by the Company as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement, (l) all references to any Law will be to such Law as amended, supplemented, restated or otherwise modified or re-enacted from time to time, and (ixm) if all references to any Contract are to such Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Voting and Support Agreement together with the Schedule hereto, as the same may from time to time be amended, modified, supplemented, or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsSchedule hereto, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections or Schedules are to Articles, Sections and Schedules of this Agreement; and (ixk) if all references to any action under Law will be to such Law as amended, supplemented or otherwise modified from time to time. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done construed as if drafted jointly by the Parties hereto, and no presumption or taken not on such day but on burden of proof shall arise favoring or disfavoring any party by virtue of the first succeeding Business Day thereafterauthorship of any provision of this Agreement.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “made available” (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to BCSA, any documents or other materials posted to the electronic data room located at xxxxx://xxxxxxxx.xxxxxxxx.xxx under the project name “Project Buttercup” as of at least two hours prior to the execution of this Agreement; (l) the phrase “ordinary course of business” means the ordinary course of business consistent with past practices; (m) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixn) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement and Plan of Reorganization together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: thereof (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; , (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; , (iiic) words importing the singular shall also include the plural, and vice versa; , (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; ,” (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; , (viif) where the context permits, the use of the term word “or” will be non-exclusive is disjunctive but not necessarily exclusive, (g) the words “writing,” “written” and equivalent comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form, (h) the use of the term word “and/or”; day” means calendar day unless Business Day is expressly specified, (viiii) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; ,” (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to any SPAC Party, any documents or other materials posted to the Datasite electronic data room maintained by or on behalf of the Company as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement, (l) all references to any Law will be to such Law as amended, supplemented, restated or otherwise modified or re-enacted from time to time, and (ixm) if all references to any Contract are to such Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein are for convenience only, do not constitute When a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used reference is made in this Agreement will to an article, section, paragraph, clause, schedule or exhibit, such reference shall be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the unless otherwise indicated. The text of all Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) Exhibits is incorporated herein by reference. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (v) financial terms .” Words used in this Agreement in the singular shall have a comparable meaning when used in the meanings given to such plural, and vice versa. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include the plural and vice versa. As used in this Agreement: (a) the terms under GAAP “hereof,” “herein,” and “herewith” and words of similar import will, unless otherwise specified herein; stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viiib) the word “extentif” and other words of similar import shall be deemed, in each case, to be followed by the phrase “and only if”, (c) any reference herein to the extent“Dollars” or “$” shall mean United States dollars, (d) the degree use of “or” herein is not intended to which be exclusive, (e) references herein to a subject or other thing extendsPerson are also to its successors and permitted assigns, and such phrase any reference herein to a Governmental Entity shall not mean simply be deemed to include reference to any successor thereto, (f) the words “if”; asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all assets and properties, real and personal, tangible and intangible, and (ixg) if an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP. Unless otherwise expressly indicated, any action under this Agreement is required agreement, instrument or Law defined or referred to be done herein or taken on a day in any agreement or instrument that is not a Business Day referred to herein means such agreement, instrument or on which a government office is not open with respect Law as from time to which a filing must be madetime amended, then such action shall be required modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of Laws) by succession of comparable successor Laws and references to be done or taken not on such day but on the first succeeding Business Day thereafterall attachments thereto and instruments incorporated therein.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor their respective counsels, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data room located xxx.xxxxxxxxxx.xxx under the project name “Project Space” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or reenacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Reorganization Agreement together with the exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; dollars and (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extentor” in the phrase means “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “ifand/or”; and (ix) if . If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are not required or authorized by Law to be closed for the general transaction of business.

Construction; Interpretation. The term “this Agreement” means this Amended and Restated Business Combination Agreement together with the Annexes, Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Annexes, Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is not exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Annexes, Exhibits or Schedules are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to TortoiseCorp III, any documents or other materials posted to the electronic data room located at xxxxxxxx.xxxxxxxxxxx.xxx under the name “2023 TRTL—OE SPAC FULL” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless business day is expressly specified; (i) references from or through any date mean from and including or through and including such date, respectively; (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; and (ixl) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madebusiness day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day business day thereafter.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor their respective counsels, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data room hosted by Citrix ShareFile and managed by the Company under the project name “Pegasus” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Termination and Fee Agreement together with the Annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” ’ and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsAnnexes, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”’; (j) all references to Articles, Sections or Annexes are to Articles, Sections or Annexes of this Agreement; and (ixk) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The table of contents and the section and other headings herein and subheadings contained in this Agreement and the exhibits hereto are solely for convenience onlythe purpose of reference, do are not constitute a part of the agreement of the Parties, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit hereto. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. Unless otherwise specified, all references to days or months shall be deemed references to calendar days or months. All references to “$” shall be deemed references to United States dollars. Unless the context otherwise requires, any reference to a “Section,” “Exhibit” or “Schedule” shall be deemed to refer to a section of this Agreement, exhibit to this Agreement or a schedule to this Agreement, as applicable. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” shall mean “including, without limitation”. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Whenever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words “or,” “either” and “any” shall not be deemed to limit or affect any of the provisions hereofexclusive. The Parties have participated jointly in the negotiation and drafting of this Agreement; accordingly, the language used in this Agreement will shall be deemed to be the language chosen by the parties Parties to express their mutual intent, and no rules rule of strict construction will shall be applied against any partyPerson. This If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the partiesParties, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise indicated Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words extent of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterconflict.

Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of (a) For the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions purposes of this Agreement. Unless , except as otherwise indicated to the contrary expressly provided herein by or unless the context or use thereofotherwise requires: (i) words using the wordssingular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders; (ii) references herein to “hereinArticles,” “heretoSections,” “hereofsubsections” and other subdivisions, and to Exhibits, Schedules, Annexes and other attachments, without reference to a document, are to the specified Articles, Sections, Annexes, subsections and other subdivisions of, and Exhibits, Schedules and other attachments to, this Agreement; (iii) a reference to a subsection or other subdivision without further reference to a Section is a reference to such subsection or subdivision as contained in the same Section in which the reference appears; (iv) the words “herein”, “hereof”, “hereunder”, “hereby” and other words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreementprovision; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (ivv) the words “include,” ”, “includes” or and “including” shall be are deemed to be followed by the words phrase “without limitation”; (vvi) financial all accounting terms shall used and not defined herein have the respective meanings given to such terms them under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollarsGAAP; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent any reference in this Agreement to the use of the term “and/or”$ or dollars shall mean U.S. dollars; (viii) the word words “extentmade available to Parent” in the phrase “and words of similar import refer to documents posted to the extent” shall mean Intralinks DataSite by or on behalf of the degree Company prior to which a subject or other thing extends, and such phrase shall not mean simply “if”; the date of this Agreement and (ix) if a reference to a party to this Agreement or any other agreement or document shall be deemed to include such party’s predecessors, successors and permitted assigns. (b) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action under this Agreement is required to must be done taken hereunder on or taken on by a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action may be validly taken on or by the next day that is a Business Day. (c) Each Party acknowledges that it and its attorneys have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party or any similar rule operating against the drafter of an agreement shall not be applicable to the construction or interpretation of this Agreement. No provision of this Agreement shall be required construed to be done require the Company, Merger Sub, Parent or taken not on such day but on the first succeeding Business Day thereafterany of their respective Subsidiaries, Affiliates or Representatives to take any action that would violate or conflict with any Law.

Construction; Interpretation. The term “this Agreement” means this Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to the Carmell Parties, any documents or other materials posted to the electronic data room located at the Carmell Due Diligence folder maintained by the Company as of 5:00 p.m., Eastern Time, at least one (1) day prior to the Closing Date ; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to such Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to ARYA, any documents or other materials posted to the electronic data room located xxx.xxxxxxxx.xxx under the project name “Project Xxxxxxx” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars and references to “C$” shall mean Canadian dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, (i) when used with reference to documents or other materials required to be provided or made available to Buyer, any documents or other materials posted to the electronic data room located at wxx.xxx.xxx under the project name “Bioasis Data Room” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement and any other document or materials posted prior to the date hereof or delivered to Buyer or its Representatives which posting or delivery was acknowledged by email by Buyer or its Representatives, or (ii) when used with reference to documents or other materials required to be provided or made available to the Company, any documents or other materials posted to the electronic data room located at wxx.xxxxxxxxxxxxxx.xxxxxxxxxx.xxx as of 5:00 p.m., London Time, at least one (1) Business Day prior to the date of this Agreement and any other document or materials posted prior to the date hereof or delivered to the Company or its Representatives which posting or delivery was acknowledged by email by the Company or its Representatives; (l) all references to any Legal Requirement will be to such Legal Requirement as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. The term “Company’s Knowledge”, and all variations thereof, will mean the actual knowledge of Dxxxxxx Xxxxxxx, Dxxx Xxxxxxx, Fxxxxxxx Xxxxxx and Mxx Xxx Xxxx, after making reasonable inquiry of their direct reports. The term “Buyer’s Knowledge”, and all variations thereof, will mean the actual knowledge of Fxxxx Xxxxx, Sxxxxxx Xxxxx and Dxxxxx Xxxxxxxxxxx, after making reasonable inquiry of their direct reports.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SilverBox, any documents or other materials posted to the electronic data room located at Donnelley Financial Solutions Venue under the project name “Project Operator” or otherwise provided to or made available to SilverBox or its Representatives as of 5:00 p.m., Eastern Time, at least one day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (ixn) if all references to SilverBox in relation to any time following the Pubco Merger shall be deemed to be referenced to Pubco. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Merger Agreement together with all Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party hereto, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit for purposes of construing or affect any of enforcing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and not strictly for or against any party and no presumption or burden of proof shall will arise favoring or disfavoring any party Person by virtue of the its authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial except as otherwise set forth in this Agreement, any accounting terms shall have the meanings be given to such terms their definition under GAAP unless otherwise specified hereinGAAP; (vi) references to “$” a particular statute or “dollar” or “US$” shall be references regulation include all rules and regulations thereunder as in effect as of the time to United States dollarswhich such reference relates; (vii) where the context permits, word “will” shall have the use of same meaning as the term word “or” will be non-exclusive and equivalent to the use of the term “and/orshall”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under references to “dollar”, “dollars” or “$” shall be to the lawful currency of the United States; (x) references to “day” or “days” in the lower case means calendar days; (xi) references to “date hereof” are to the date of this Agreement, (xii) references to a particular Person include such Person’s successors and assigns to the extent not prohibited by this Agreement is required or (xiii) the word “or” shall be disjunctive but not exclusive. Except as otherwise indicated, all references in this Agreement to be done sections, exhibits and schedules are intended to refer to the sections of, exhibits and schedules to this Agreement. The Parent agrees and acknowledges that all documents or taken other items delivered in writing (including by electronic mail) to the Parent or its representatives in connection with the transactions contemplated by this Agreement or uploaded and made available in the online "data room" maintained by Datasite LLC under the exchange name "Project Italy" on a day or before the date that is not a two (2) Business Day or on which a government office is not open with respect Days prior to which a filing must be made, then such action the date hereof shall be required deemed to be done have been delivered, provided or taken not on such day but on made available to the first succeeding Business Day thereafterParent or its representatives for all purposes hereunder.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to JAWS, any documents or other materials posted to the electronic data room located at xxx.xxxxxxxxxx.xxx under the project name “Project Panacea” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (ixn) if all references to JAWS in relation to any time following the Domestication shall be deemed to be referenced to New JAWS. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” ”, “hereto,” ”, “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” ”, “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollarsdollars and references to “€”, “EUR” or “euro” shall be references to European Union euros; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “made available” (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to IIAC, any documents or other materials posted to the electronic data room located at xxxxxxxxxx.xxx under the project name “Project Futuro” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement) and (ixn) if the phrases “ordinary course of business”, “ordinary course of business consistent with past practices” or phrases of similar import shall mean the ordinary course of business, consistent with past practices, including recent past practices during calendar years 2020 and 2021 undertaken in good faith to respond to the actual or anticipated effects of COVID-19 or any other outbreak of contagious disease, epidemic or pandemic or any COVID-19 Measures. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Company Lock-Up Agreement, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Sections are to Sections of this Agreement; and (ixk) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. When calculating the period of time before which, within which or following which any action under this Agreement is required to be done or taken on a done, the date that is the reference date in calculating such period shall be excluded and if the last day that of such period is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Merger Agreement together with all Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party hereto, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit for purposes of construing or affect any of enforcing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and not strictly for or against any party and no presumption or burden of proof shall will arise favoring or disfavoring any party Person by virtue of the its authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial except as otherwise set forth in this Agreement, any accounting terms shall have the meanings be given to such terms their definition under GAAP unless otherwise specified hereinGAAP; (vi) references to “$” a particular statute or “dollar” or “US$” shall be references regulation include all rules and regulations thereunder as in effect as of the time to United States dollarswhich such reference relates; (vii) where the context permits, word “will” shall have the use of same meaning as the term word “or” will be non-exclusive and equivalent to the use of the term “and/orshall”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if references to “dollar”, “dollars” or “$” shall be to the lawful currency of the United States; (x) references to “day” or “days” in the lower case means calendar days; (xi) references to “date hereof” are to the date of this Agreement; (xii) references to any action under Applicable Law or Contract are to that Applicable Law or Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof, unless the context expressly contemplates otherwise; (xiii) the words “party” or “parties” shall refer to parties to this Agreement; (xiv) references to a particular Person include such Person’s successors and assigns to the extent not prohibited by this Agreement; and (xv) the word “or” shall be disjunctive but not exclusive. Except as otherwise indicated, all references in this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect sections, exhibits and schedules are intended to which a filing must be maderefer to the sections of, then such action shall be required exhibits and schedules to be done or taken not on such day but on the first succeeding Business Day thereafterthis Agreement.

Construction; Interpretation. The term “this Agreement” means this Company Lock-Up Agreement, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this Agreementparty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Sections are to Sections of this Agreement; and (ixk) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. When calculating the period of time before which, within which or following which any action under this Agreement is required to be done or taken on a done, the date that is the reference date in calculating such period shall be excluded and if the last day that of such period is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixl) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” ”, “hereto,” ”, “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” ”, “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Parent, any documents or other materials posted to the electronic data room located <xxxxx://xxxxxxxx.xxxxxxxxxx.xxx/> under the project name “Alvotech Data Room” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date hereof; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Longview, any documents or other materials posted to the electronic data room located wxx.xxxxxxxxxx.xxx under the project name “Project Halo” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement and any other documents or materials posted prior to the date hereof or delivered to Longview or its representatives which posting or delivery was acknowledged by email by Longview or its representatives; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Equity Purchase Agreement together with all Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party hereto, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit for purposes of construing or affect any of enforcing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and not strictly for or against any party and no presumption or burden of proof shall will arise favoring or disfavoring any party Person by virtue of the its authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial except as otherwise set forth in this Agreement, any accounting terms shall have the meanings be given to such terms their definition under GAAP unless otherwise specified hereinGAAP; (vi) references to “$” a particular statute or “dollar” or “US$” shall be references regulation include all rules and regulations thereunder as in effect as of the time to United States dollarswhich such reference relates; (vii) where the context permits, word “will” shall have the use of same meaning as the term word “or” will be non-exclusive and equivalent to the use of the term “and/orshall”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if references to “dollar”, “dollars” or “$” shall be to the lawful currency of the United States; (x) references to “day” or “days” in the lower case means calendar days; (xi) references to “date hereof” are to the date of this Agreement; (xii) references to a particular Person include such Person’s successors and assigns to the extent not prohibited by this Agreement; (xiii) the word “or” shall include both the conjunctive and disjunctive, and “any” shall mean “one or more”; (xiv) references to any action under Governmental Entity or law shall mean and include any successor or replacement Governmental Entity or law to the referenced one and any amendment, modification or restatement of any such law; and (xv) the phrases “delivered” or “made available” shall mean that the information referred to has been physically or electronically delivered to the relevant parties at least two (2) days prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect sections, exhibits and schedules are intended to which a filing must be maderefer to the sections of, then such action shall be required exhibits and schedules to be done or taken not on such day but on the first succeeding Business Day thereafterthis Agreement.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viii) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) the word “day” means calendar day unless Business Day is expressly specified; (x) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (xi) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; and (ixxii) if all references to any Law will be to such Law as amended, supplemented or otherwise modified from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Termination and Fee Agreement together with the Schedule hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the wordswords “herein”, “herein,” “hereto,” ”, “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsSchedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” ”, “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections or Schedules are to Articles, Sections or Schedules of this Agreement; and (ixk) if all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor their respective counsels, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data room located xxx.xxxxxxxxxx.xxx under the project name “Butterbur” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars, and references to “£” or “GBP” shall be references to the lawful currency of the United Kingdom; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Bannix, any documents or other materials posted to the electronic data room located at ___________ under the project name “ “ as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement, an index of which is at Section 8.7 of the Company Disclosure Schedules; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Capstar, any documents or other materials posted to the electronic data room located xxxxxxxx.xxx under the project name “Gelesis” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (1) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Membership Interest Purchase Agreement together with the Seller Disclosure Schedule and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this Agreementparty. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) “$” and “dollar” shall refer to U.S. dollars; (v) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references the phrase “made available,” when used in reference to “$” a document, means that the document was (A) delivered or “dollar” provided to Purchaser or “US$” shall be references any Representative thereof or (B) made available for viewing in the Electronic Data Room as it existed as of 6:00 p.m. Eastern Time on the date prior to United States dollars; the date of this Agreement, and (vii) where the context permits, the use references herein to “ordinary course of the term “orbusiness” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” or similar references shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on ordinary course of business of the first succeeding Business Day thereafterCompany.

Construction; Interpretation. The term “this Agreement” means this Stock Purchase Agreement together with all Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit for purposes of construing or affect any of enforcing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the partiesaccording to their fair meaning and not strictly for or against any party, and no presumption or burden of proof shall will arise favoring or disfavoring any party Person by virtue of the its authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, subsection paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms the words “party” or “parties” shall have the meanings given refer to such terms under GAAP unless otherwise specified hereinparties to this Agreement; (vi) all references to “$” Articles, Sections, Exhibits or “dollar” or “US$” shall be references Schedules are to United States dollarsArticles, Sections, Exhibits and Schedules of this Agreement; (vii) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viii) the word words “extentwriting”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) references to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the phrase terms hereof and thereof; (x) references to any Person include the successors and permitted assigns of that Person; (xi) references from or through any date mean, unless otherwise specified, from and including or through and including, respectively; (xii) the words “to the extentdollar”, “USD” or “$” shall mean U.S. dollars; (xiii) the degree to which a subject or other thing extends, and such phrase shall not mean simply word “if”; and (ix) if day” means calendar day unless Business Day is expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter; and (xix) only information that was posted in the virtual data room at least three (3) Business Days prior to the date hereof will be deemed to have been “provided” or “made available” to Parent.

Construction; Interpretation. (a) The headings herein Parties agree that any rule of construction to the effect that ambiguities are for convenience only, do not constitute a part of this Agreement and to be resolved against the drafting party shall not be deemed to limit applied in the construction or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions interpretation of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: . (ib) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained Terms defined in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include have a comparable meaning when used in the plural, and vice versa; . (ivc) References to “$” mean U.S. dollars. (d) References herein to a specific Section, Subsection, Schedule or Exhibit shall refer, respectively, to Sections, Subsections, Recitals, Schedules or Exhibits of this Agreement. (e) Wherever the words word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation.”; (vf) financial terms References herein to any Law shall have the meanings given be deemed to refer to such Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder. (g) References herein to any Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms under GAAP unless otherwise specified herein; thereof. (vih) references to “$” or “dollar” or “US$” The headings contained in this Agreement are intended solely for convenience and shall be references to United States dollars; (vii) where not affect the context permits, the use rights of the term “or” will be non-exclusive and equivalent to Parties. (i) If the use last day for the giving of any notice or the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject performance of any act required or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action permitted under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then the time for the giving of such notice or the performance of such action shall be required extended to be done or taken not on such day but on the first next succeeding Business Day thereafterDay. (j) References herein to “as of the date hereof,” “as of the date of this Agreement” or words of similar import shall be deemed to mean “as of immediately prior to the execution and delivery of this Agreement.” (k) The word “or” shall not be exclusive.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to JAWS, any documents or other materials posted to the electronic data room located at xxx.xxxxxxx.xxx under the project name “Project Alloy” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (ixn) if all references to JAWS in relation to any time following the Domestication shall be deemed to be referenced to New JAWS. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means a calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) mean, when used with reference to documents or other materials required to be provided or made available to FLAC, any documents or other materials posted to the electronic data room located at xxx.xxxxxxxx.xxx under the project name “Project Yankee” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) the expression “ordinary course of business” means in the ordinary and usual course of the Company’s or FLAC’s business, as applicable, consistent with past practice (including, for the avoidance of doubt, recent past practice in light of COVID-19); provided that, notwithstanding anything to the contrary contained in this Agreement, nothing herein shall prevent the Company from taking or failing to take any XXXXX-00 Actions and (ixi) if no such COVID-19 Actions shall be deemed to violate or breach this Agreement in any way, (ii) all such COVID-19 Actions shall be deemed to constitute an action taken in the ordinary course of business and (iii) no such COVID-19 Actions shall serve as a basis for FLAC to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; (m) all references to any Law will be to such Law as consolidated, replaced, revised, amended or supplemented from time to time, and the rules or regulations thereunder; and (n) all references to any Contract are to that Contract as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. For the avoidance of doubt, in the event of a conflict between the terms of this Agreement and the Company Support Agreement or the Sponsor Support Agreement, the terms of this Agreement shall prevail in each case.

Construction; Interpretation. The term “this Agreement” means this Membership Interest Purchase Agreement together with the Seller Disclosure Schedule and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this Agreementparty. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) “$” and “dollar” shall refer to U.S. dollars; (v) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references the phrase “made available,” when used in reference to “$” a document, means that the document was (A) delivered or “dollar” provided to Purchaser or “US$” shall be references any Representative thereof or (B) made available for viewing in the Electronic Data Room as it existed as of 6:00 p.m. Eastern Time no more than three (3) Business Days prior to United States dollars; the date of this Agreement, and (vii) where the context permits, the use references herein to “ordinary course of the term “orbusiness” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” or similar references shall mean the degree to which a subject ordinary course of business of the Company or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterapplicable Subsidiary thereof.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger and Reorganization, together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to 7GC, any documents or other materials posted to the electronic data room hosted by FirmRoom under the project name “Project Hero” as of 5:00 p.m., Eastern Time, at least two (2) Business Days prior to the date hereof; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified from time to time; (m) whenever the words “in the ordinary course of business”, “in the ordinary course” or words of similar import are used in this Agreement, they shall be deemed to be followed by the words “consistent with its past practice” and shall be construed to mean in the ordinary and usual course of normal day-to-day operations of the business of such Person consistent with its past practice; and (ixn) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein Table of Contents by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viii) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) the word “day” means calendar day unless Business Day is expressly specified; (x) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (xi) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; and (ixxii) if all references to any Law will be to such Law as amended, supplemented or otherwise modified from time to time. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. To the extent this Agreement refers to information or documents that have been made available, delivered or otherwise provided by Sellers or the Group Companies to Buyer or any of its Affiliates, such obligation shall be deemed to be satisfied, and such information or documentation shall be deemed to have been made available, delivered or otherwise provided to Buyer or its Affiliates, as applicable, for all purposes under the Agreement, if and to the extent such information or documentation has been posted in the electronic data room maintained by Sellers for the purposes of the transaction contemplated by this Agreement no later than one day prior to the date of this Agreement or such information or documentation was made available or otherwise provided to Buyer, its Affiliates or any of their Representatives in-person at the Sellers’ headquarters. Notwithstanding anything to the contrary in this Agreement, whenever the term “Buyer” is used, it shall be deemed to refer to, prior to the Closing, HYAC only and, from and after the Closing, each of HYAC and Dory Parent or either HYAC or Dory Parent, as the context so requires.

Construction; Interpretation. The term “this Agreement” means this Asset Purchase Agreement together with the schedules and exhibits hereto (including the Disclosure Schedules), as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience only, do not constitute a part of this Agreement only and shall not be deemed to limit affect in any way the meaning or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions interpretation of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules schedules and exhibitsexhibits (including the Disclosure Schedules), and not to any particular section, subsection, paragraph, 165530988v21 subparagraph or clause contained in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; and (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viiif) the word “extentor” in has the inclusive meaning represented by the phrase “and/or.” Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules, and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent” shall mean extent permitted by the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”provisions thereof; and (ixz) if to a statute means such statute as amended from time to time and includes any action under this Agreement successor legislation thereto and any regulations promulgated thereunder. When calculating the period of time before which, within which, or following which any act is required to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. The Exhibits and Schedules (including the Disclosure Schedules) to this Agreement are hereby incorporated and made a day part hereof and are an integral part of this Agreement. Matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in this Disclosure Schedules and such disclosure does not imply that such information is material (or establish or set any standard of materiality) or that such information is responsive to the representations or warranties, and no such information will otherwise broaden the scope of any representation, warranty, or covenant of any Party contained in this Agreement. Any matter set forth in any section of the Disclosure Schedules shall be deemed to be referred to and incorporated in any other section of the Disclosure Schedules to which it is specifically referenced or cross-referenced, and also in all other sections of the Disclosure Schedules to which such matter’s application or relevance is reasonably apparent on its face from the text of the disclosure in the Disclosure Schedules. All references in the Disclosure Schedules to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the existence or absence of breaches or defaults by third parties or similar matters or statements are intended only to allocate rights and risks between Buyer and Seller and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party to this Agreement by any Person who is not a Business Day party to this Agreement or on which a government office give rise to any claim or benefit to any Person who is not open a party to this Agreement. In addition, the disclosure of any matter in the Disclosure Schedules is not to be deemed an admission that such matter actually constitutes non-compliance with respect or a violation of any Law, Permit or Contract or other topic to which a filing must be made, then such action disclosure is applicable. Any capitalized terms used in any Schedule (including the Disclosure Schedules) or Exhibit to this Agreement but not otherwise defined therein shall be required defined as set forth in this Agreement. The Parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties hereto, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement, and all provisions of this Agreement shall be construed according to be done their fair meaning and not strictly for or taken not on such day but on the first succeeding Business Day thereafteragainst any Party.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is not exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Dragoneer, any documents or other materials posted to the electronic data room located at Venue (xxxxx://xxxxx.xxxxxxxx.xxx) under the project name “Project Handel” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Asset Purchase Agreement together with all Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party hereto, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in , and all provisions of this Agreement will shall be deemed construed according to be the language chosen by the parties to express their mutual intent, fair meaning and no rules of strict construction will be applied not strictly for or against any party. This Agreement The Parties waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed as if drafted jointly by against the parties, and no presumption party drafting such agreement or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreementdocument. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, subsection paragraph, subparagraph or clause contained in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes,” or “including” and “inclusive of” shall be deemed to be followed by the words “without limitation”; (ve) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to word “$” or “dollar” or “US$will” shall be references construed to United States dollarshave the same meaning as the word “shall”; (viif) where the context permits, the use of the term “or” will shall not be non-exclusive and equivalent to the use of the term “and/or”exclusive; (viiig) the word words “extent” in the phrase “to the extentordinary course of business” shall be deemed to mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “ifordinary course of business consistent with past practice”; and (ixh) a document shall be “made available” Purchaser if any action under it is was present (and available for viewing by Purchaser and its representatives) in the online data room hosted by SmartRoom on behalf of Sellers for purposes of the transactions contemplated by this Agreement is required to be done or taken on a day that is not a at least two Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on Days before the first succeeding Business Day thereafterAgreement Date.

Construction; Interpretation. (a) The term “this Agreement” means this Agreement and Plan of Merger together with all Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. (b) The table of contents and headings herein contained in this Agreement are inserted for convenience only, do only and shall not constitute a part affect in any way the meaning or interpretation of this Agreement. (c) No Party or its counsel shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this Agreement. party. (d) Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, subsection paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes,” or “including” and “inclusive of” shall be deemed to be followed by the words “without limitation”; (v) financial terms the word “will” shall be construed to have the meanings given to such terms under GAAP unless otherwise specified hereinsame meaning as the word “shall”; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the extent or degree to which a subject or other thing extends, and such phrase shall not simply be construed to mean simply the word “if”; (vii) the word “or” is used in the inclusive sense of “and/or”; and (ixviii) if any action under this Agreement is required to be done or taken on a day that is the terms “or,” “any” and “either” are not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterexclusive.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means a calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) mean, when used with reference to documents or other materials required to be provided or made available to FLAC, any documents or other materials posted to the electronic data room located at xxx.xxxxxxxx.xxx under the project name “Project Yankee” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) the expression “ordinary course of business” means in the ordinary and usual course of the Company’s or FLAC’s business, as applicable, consistent with past practice (including, for the avoidance of doubt, recent past practice in light of COVID-19); provided that, notwithstanding anything to the contrary contained in this Agreement, nothing herein shall prevent the Company from taking or failing to take any COVID-19 Actions and (ixi) if no such COVID-19 Actions shall be deemed to violate or breach this Agreement in any way, (ii) all such COVID-19 Actions shall be deemed to constitute an action taken in the ordinary course of business and (iii) no such COVID-19 Actions shall serve as a basis for FLAC to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; (m) all references to any Law will be to such Law as consolidated, replaced, revised, amended or supplemented from time to time, and the rules or regulations thereunder; and (n) all references to any Contract are to that Contract as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. For the avoidance of doubt, in the event of a conflict between the terms of this Agreement and the Company Support Agreement or the Sponsor Support Agreement, the terms of this Agreement shall prevail in each case.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Longview, any documents or other materials posted to the electronic data room located wxx.xxxxxxxxxx.xxx under the project name “Project Clay” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement and any other documents or materials posted prior to the date hereof or delivered to Longview or its representatives which posting or delivery was acknowledged by email by Longview or its representatives; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Equity Purchase Agreement together with all schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party hereto, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit for purposes of construing or affect any of enforcing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and not strictly for or against any party and no presumption or burden of proof shall will arise favoring or disfavoring any party Person by virtue of the its authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Disclosure Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial except as otherwise set forth in this Agreement, any accounting terms shall have the meanings be given to such terms their definition under GAAP unless otherwise specified hereinGAAP; (vi) references to “$” a particular statute or “dollar” or “US$” shall be references regulation include all rules and regulations thereunder as in effect as of the time to United States dollarswhich such reference relates; (vii) where the context permits, word “will” shall have the use of same meaning as the term word “or” will be non-exclusive and equivalent to the use of the term “and/orshall”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if references to “dollar”, “dollars” or “$” shall be to the lawful currency of the United States; (x) references to “day” or “days” in the lower case means calendar days; (xi) references to “date hereof” are to the date of this Agreement; (xii) references to a particular Person include such Person’s successors and assigns to the extent not prohibited by this Agreement; (xiii) the word “or” shall include both the conjunctive and disjunctive, and “any” shall mean “one or more”; (xiv) references to any action under Governmental Entity or Law shall mean and include any successor or replacement Governmental Entity or Law to the referenced one and any amendment, modification or restatement of any such Law; and (xv) the phrases “delivered” or “made available” shall mean that the information referred to has been physically or electronically delivered to the relevant parties at least two (2) days prior to the date hereof. Except as otherwise indicated, all references in this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect sections, exhibits and schedules are intended to which a filing must be maderefer to the sections of, then such action shall be required exhibits and schedules to be done or taken not on such day but on the first succeeding Business Day thereafterthis Agreement.

Construction; Interpretation. (a) The article and section headings herein contained in this Agreement are solely for convenience onlythe purpose of reference, do are not constitute a part of this Agreement the agreement of the parties and shall not be deemed to limit in any way affect the meaning or affect any interpretation of the provisions hereofthis Agreement. The language As used in this Agreement, (i) unless otherwise specified herein, the term "affiliate," with respect to any Person, shall mean and include any Person controlling, controlled by or under common control with such Person, (ii) the term "including" shall mean "including, without limitation," (iii) 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 genders as the context requires, (iv) the words "hereof," "herein," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Schedules and Exhibits hereto) and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement, unless otherwise specified, (v) the word "or" shall not be exclusive, and (vi) each of BSI, DCC and Becancour LP will be deemed referred to herein individually as a "party" and collectively as "parties" (except where the context otherwise requires). Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. A reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. Any payment required to be made by any party hereto pursuant to this Agreement shall be made without setoff in United States Dollars, unless otherwise specified. (b) The parties have participated jointly in the language chosen by negotiation and drafting of this Agreement. In the parties to express their mutual intentevent an ambiguity or question of intent or interpretation arises, and no rules of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: . (ic) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not Any reference to any particular sectionfederal, subsectionstate, paragraph, subparagraph local or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” non-United States statute or “including” Law shall be deemed also to be followed by the words “without limitation”; (v) financial terms shall have the meanings given refer to such terms under GAAP all rules and regulations promulgated thereunder, unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterotherwise requires.

Construction; Interpretation. (a) The term “this Agreement” means this Agreement together with all appendices, schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made herein to Articles, do not constitute a part Sections, subsections, Appendices, Schedules or Exhibits, such reference shall be to an Article, Section or subsection of, or an Appendices, Schedule or an Exhibit to this Agreement unless otherwise indicated. No party hereto, nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit for purposes of construing or affect any of enforcing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the partiesaccording to their fair meaning and not strictly for or against any party, and no presumption or burden of proof shall will arise favoring or disfavoring any party Person by virtue of the its authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules appendices, schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (vi) references to “dollar”, “dollars” or “$” shall be to the lawful currency of the United States; (vii) references to any Person include the predecessors, successors and permitted assigns of that Person; (viii) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively; (ix) if subject to clause (x) immediately below, the phrases “provide to,” “made available” and “deliver to” and phrases of similar import mean that a true, correct and complete paper or electronic copy of the information or material referred to has been delivered to the party to whom such information or material is to be provided; and (x) the phrases “provided to Acquirer” or “made available to Acquirer” and phrases of similar import means, with respect to any action information, document or other material of the Company, the Unitholders or their respective Affiliates, that such information, document or material was made available for review and properly indexed by the Company and its representatives in the virtual data room established by Acquirer in connection with this Agreement at least forty-eight (48) hours prior to the execution of this Agreement. Where a reference is made to a Contract, instrument or applicable Law, such reference is to such Contract, instrument or applicable Law as amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and, in the case of applicable Law, by succession of comparable successor applicable Law and references to all attachments thereto and instruments incorporated therein. All references to “days” shall be to calendar days unless otherwise indicated as a “Business Day.” Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the tenth decimal place, except (i) in respect of payments, which shall be rounded to the nearest whole U.S. cent and (ii) as set forth in Section 1.3(f). All notices, requests, consents, claims, demands, waivers and other communications required under this Agreement is required or any Ancillary Document to be done delivered in writing, shall be deemed to be delivered for purposes hereof and thereof if delivered via facsimile or taken on a day that is not a Business Day or on which a government office is not open email in accordance with Section 10.4. (b) The parties hereto have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, hereby waive, with respect to which a filing must be madethis Agreement, then such action each appendices, schedule and each exhibit attached hereto, the application of any applicable Law or rule of construction providing that ambiguities in an agreement or other document shall be required to be done construed against the party drafting such agreement or taken not on such day but on the first succeeding Business Day thereafterdocument.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: thereof (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Acquiror, any documents or other materials posted to the electronic data room located at xxxxx://xxx0.xxx.xxxxx.xxx/ under the project name “Project Keys” as of 12:01 a.m., Eastern Time, on December 17, 2020; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (m) whenever the words “in the ordinary course of business”, “in the ordinary course” or words of similar import are used in this Agreement, they shall be deemed to be followed by the words “consistent with its past practice” and shall be construed to mean in the ordinary and usual course of normal day-to-day operations of the business of such Person consistent with its past practice; and (ixn) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Construction; Interpretation. The term “this Agreement” means this Agreement and Plan of Merger together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (ve) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vif) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viig) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiih) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (i) the word “day” means calendar day unless Business Day is expressly specified; (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (l) all references to any Law, contract or agreement will be to such Law, contract or agreement as amended, supplemented or otherwise modified from time to time; and (ixm) if all references to “made available” mean, with respect to any document or information, that such document or information was (i) specifically described on Schedule 8.6 or (ii) contained in the Venue® electronic data room maintained by Donnelley Financial Solutions entitled “Atlas” at 5:00 p.m. Houston, Texas time on the second Business Day prior to the execution of this Agreement. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Membership Interest Purchase Agreement together with the Seller Disclosure Schedule and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this Agreementparty. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) “$” and “dollar” shall refer to U.S. dollars; (v) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references the phrase “made available,” when used in reference to “$” a document, means that the document was (A) delivered or “dollar” provided to Purchaser or “US$” shall be references any Representative thereof or (B) made available for viewing in the Electronic Data Room as it existed as of 6:00 p.m. Eastern Time on the date prior to United States dollars; the date of this Agreement, and (vii) where the context permits, the use references herein to “ordinary course of the term “orbusiness” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” or similar references shall mean the degree to which a subject ordinary course of business of the Company or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterapplicable Subsidiary thereof.

Construction; Interpretation. The table of contents and the section and other headings herein and subheadings contained in this Agreement and the exhibits hereto are solely for convenience onlythe purpose of reference, do are not constitute a part of the agreement of the parties hereto, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit hereto. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. Unless otherwise specified, all references to days or months shall be deemed references to calendar days or months. All references to “$” shall be deemed references to United States dollars. Unless the context otherwise requires, any reference to a “Section,” “Exhibit” or “Schedule” shall be deemed to refer to a section of this Agreement, exhibit to this Agreement or a schedule to this Agreement, as applicable. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” shall mean “including, without limitation.” Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Whenever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words “or,” “either” and “any” shall not be deemed to limit or affect any of the provisions hereofexclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement; accordingly, the language used in this Agreement will shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rules rule of strict construction will shall be applied against any partyPerson. This If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the partiesparties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise indicated Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words extent of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterconflict.

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is not exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) references from or through any date mean from and including or through and including such date, respectively; (j) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (l) the words “provided”, “delivered” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Pathfinder, any documents or other materials posted to the electronic data room located at Datasite (xxxxx://xxxxxxxx.xxxxxxxx.xxx/global/projects) under the project name “Project Stronghold” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the Original Effective Date; (m) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (n) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (ixo) if the phrase “ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice. If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The term “this Agreement” means this Securities Purchase Agreement, including the Company Disclosure Letter, together with all schedules (“Schedules”) and exhibits (“Exhibits”) hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. References herein to a specific section, subsection, clause, recital, schedule or exhibit shall refer, respectively, to sections, subsections, clauses, recitals, schedules or exhibits of this Agreement, unless otherwise specified. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” ”, “hereto,” ”, “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (iib) the masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) the words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” ”, “includes” or “including” shall be deemed to be followed by the words “without limitation”; (ve) financial “writing”, “written” and comparable terms shall have the meanings given refer to such terms under GAAP unless otherwise specified hereinprinting, typing and other means of reproducing words (including electronic media) in a visible form; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viiif) the word “extent” in the phrase “to the extentor” shall mean the degree not be exclusive; (g) all references to which a subject or other thing extendsdates and times herein, and such phrase except as otherwise specifically noted, shall not mean simply refer to Eastern Time; (h) any reference to “if”days” means calendar days unless Business Days are expressly specified; and (ixi) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter; (j) the term “Dollar” and “$” mean dollars in the lawful currency of the United States of America; (k) references to statutes are to such statutes as may be amended from time to time and shall be deemed to include all rules and regulations promulgated thereunder; and (l) the phrases “delivered” or “made available” when used in this Agreement shall mean the information shall have been posted and remain posted in the virtual “data room” titled “Project Ocean” hosted by IntraLinks and established by Seller and its Representatives at least two (2) days prior to the date hereof.

Construction; Interpretation. The term “this Agreement” means this Amended and Restated Business Combination Agreement together with the Annexes, Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this AgreementParty. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Annexes, Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is not exclusive; (viiig) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Annexes, Exhibits or Schedules are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Purchaser, any documents or other materials posted to the Company’s DropBox electronic data room for the Transaction provided to the Purchaser as of two (2) Business Days prior to the date of the Original Business Combination Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (ixm) if all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be madeDay, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The headings herein Headings of the Articles and Sections of this Agreement are for convenience onlyof the Parties only and shall be given no substantive or interpretive effect whatsoever. The table of contents to this Agreement is for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever required by the context, do any pronoun used in this Agreement or the Parent Disclosure Letter or the RJS Disclosure Letter shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns and verbs shall include the plural and vice versa. If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless otherwise specified, reference to any agreement, document, instrument or Law means such agreement, document, instrument or Law as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, hereof. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All article, section, subsection, schedules and exhibit references used in this Agreement are to articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified. The exhibits and schedules attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. Unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to June 9, 2014, regardless of any amendment or restatement hereof. Unless the context otherwise requires, “or,” “neither,” “nor,” “any,” “either,” and “and/or” shall not be deemed to limit or affect any of the provisions hereofexclusive. The language used word “extent” in the phase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not simply mean “if.” The words “shall” and “will” have the same meaning. All references to dollars or “$” shall be references to United States dollars. Except as otherwise specified herein, all accounting terms shall have their respective meanings under GAAP. Whenever this Agreement will refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. Whenever this Agreement requires a Subsidiary of a Parent to take any action, such requirement shall be deemed to be include an undertaking on the language chosen by part of such Party to cause such Subsidiary to take such action. The Parties have participated jointly in the parties to express their mutual intentnegotiation and drafting of this Agreement and the Other Transaction Documents. In the event an ambiguity or question of intent or interpretation arises, and no rules of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the partiesParties, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the wordsFor purposes of this Agreement, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not reference to any particular sectioninformation, subsection, paragraph, subparagraph document or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words material “include,” “includesprovided” or “includingmade available” to a Party shall be deemed include information, documents or materials to the extent available in any online “data rooms” established and maintained for purposes of or in connection with the Transactions to which the applicable Party had access prior to the date hereof (and such information, documents or material continue to be followed by available to the words applicable Party in such “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$data rooms” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use as of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafterdate hereof).

Construction; Interpretation. The headings herein set forth in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No party hereto, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit or affect any for purposes of construing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the parties, according to their fair meaning and no presumption not strictly for or burden of proof shall arise favoring or disfavoring against any party by virtue of the authorship of any provisions of this Agreementsuch party. Unless otherwise indicated to the contrary herein by the context or use thereof: (ia) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained set forth in this Agreement; (iib) masculine gender shall also include the feminine and neutral genders, and vice versa; (iiic) words importing the singular shall also include the plural, and vice versa; (ivd) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vie) references to “$” or “dollar” or “US$” shall be references to United States dollars; (viif) where the context permits, the use of the term word “or” will be non-exclusive and equivalent to the use of the term “and/or”is disjunctive but not necessarily exclusive; (viiig) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) all references to Articles or Sections are to Articles or Sections of this Agreement; and (ixj) if all references to any action under Law will be to such Law as amended, supplemented or otherwise modified from time to time. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done construed as if drafted jointly by the parties hereto, and no presumption or taken not on such day but on burden of proof shall arise favoring or disfavoring any party by virtue of the first succeeding Business Day thereafterauthorship of any provision of this Agreement.

Construction; Interpretation. The term “this Agreement” means this Agreement together with all Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings herein contained in this Agreement are inserted for convenience onlyonly and shall not affect in any way the meaning or interpretation of this Agreement. No Party, do not constitute a part nor its respective counsel, shall be deemed the drafter of this Agreement and shall not be deemed to limit for purposes of construing or affect any of enforcing the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules all provisions of strict construction will be applied against any party. This this Agreement shall be construed as if drafted jointly by the partiesaccording to their fair meaning and not strictly for or against any Party, and no presumption or burden of proof shall will arise favoring or disfavoring any party Person by virtue of the its authorship of any provisions provision of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” ”, “hereto,” ”, “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibitsExhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” ”, “includes” or “including” shall be deemed to be followed by the words “without limitation” and the language following “include”, “includes” or “including” shall not be deemed to set forth an exhaustive list; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (vi) references to “dollar”, “dollars” or “$” shall be to the lawful currency of the United States; (vii) references to a Contract or applicable Law are to such Contract or applicable Law as amended, modified or supplemented, including in the case of Contracts by waiver or consent and in the case of applicable Law, by succession of comparable successor applicable Law and all references to all attachments thereto and instruments incorporated therein; (viii) references to a Person include the successors and permitted assigns of such Person; (ix) if any action under this Agreement the word “or” will not be limiting or exclusive; (x) the phrases “provide to”, “made available” and “deliver to” and phrases of similar import mean that a true, correct and complete paper or electronic copy of the information or material referred to has been delivered the Party to whom such information or material is required to be done provided; and (xi) the phrases “provided to Buyer” or taken on a day that is not a Business Day or on which a government office is not open “made available to Buyer” and phrases of similar import means, with respect to which a filing must be madeany information, then document or other material of the Company or any of its Subsidiaries, that such action information, document or material was made available for review and properly indexed by the Company and its Representatives in the virtual data room established by the Company in connection with this Agreement (the “Data Room”) at least forty-eight (48) hours prior to the execution of this Agreement. All payments made by Buyer pursuant to this Agreement shall be required to be done or taken not on such day but on the first succeeding Business Day thereaftermade in United States dollars.