Common use of Interpretation; Absence of Presumption Clause in Contracts

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Trimble Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Trimble Disclosure Letter Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Trimble Disclosure Letter Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) 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 (unless the context demands otherwise) mean simply “if”; (viii) references to “written” or “in writing” include in electronic form; (viiiix) provisions shall apply, when appropriate, to successive events and transactions; (ixx) Sellers Trimble, the Company and Purchasers AGCO have each participated in the negotiation and drafting of this Agreement and Agreement, and, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (xxi) a reference to any Person includes such Person’s successors and permitted assigns; (xixii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if excluded; (xiv)) any references to the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in transactions contemplated by this Agreement shall include the Carve-Out Restructuring; (xv) the word “shall” shall have the same meaning as the word “will”; (xvi) the word “any” shall mean “any and all”; and (xvii) the term “made available” and words of similar import mean that the relevant documents or materials were available to such Party in the electronic data room for Project Black Diamond hosted by Donnelley Financial Solutions with access provided to AGCO or its Representatives or as otherwise provided in writing to AGCO’s legal counsel, in each case, at least 24 hours prior to the contrary, any payment obligation execution and delivery of Purchasers hereunder shall be a joint and several obligation of Purchasers and this Agreement (or as otherwise expressly identified in the Transferred EntitiesTrimble Disclosure Schedule).

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreementhereof, unless the context requires otherwise: (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” and “hereby,” “hereto,herewith” and derivative or words of similar words import shall, unless otherwise stated, be construed to refer to this entire Agreement as a whole and not to any particular provision of this Agreement, including and Article, Section, paragraph, recital and references are to the Schedules Articles, Sections, paragraphs and Exhibits heretorecitals of this Agreement unless otherwise specified; (iv) references to “$” or cash shall mean U.S. dollars; (viii) the word “including” and words of similar import when used in this Agreement shall mean “including including, without limitation,” unless the context otherwise requires or unless otherwise specified; (viiv) the word “or” shall not be exclusive; (v) the terms “Dollars” and “$” shall mean U.S. dollars; (vi) references to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, that nothing contained in this Section 4.10(a) is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; (vii) references herein to “written” a Person in a particular capacity or “capacities shall exclude such Person in writing” include in electronic formany other capacity; (viii) provisions shall applywith respect to determination of any period of time, when appropriate, the word “from” means “from and including” and the words “to” and “until” each means “to successive events and transactionsbut excluding”; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement references to any statute shall be construed deemed to refer to such statute as if drafted jointly by the Parties hereto amended, modified, codified, reenacted, supplemented or superseded in whole or in part and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreementeffect from time to time, and also to all rules and regulations promulgated thereunder; (x) a reference references herein to any Person includes such Person’s successors “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 permitted assignsdelivery of this Agreement”; and (xi) any reference to the word “dayshereby,” shall mean calendar days unless Business Days are expressly specified; and (xii) or the term “contemplated hereby,” when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to used in this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in refer to this Agreement only and not to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entitiesother Related Agreement.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “Dollars” or “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) the headings contained in this Agreement and the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Transaction Documents; (j) Sellers and Purchasers Buyer have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto thereto, and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xil) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiim) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Schedule and Exhibit and Schedule are references to the Articles, Sections, paragraphs, Schedules and Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules Exhibits hereto and Exhibits heretothe words “date hereof” refer to the date of this Agreement; (ivd) references to “Dollars” or “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement shall mean “including including, without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) Sellers the headings contained in this Agreement are for reference purposes only and Purchasers shall not affect in any way the meaning or interpretation of this Agreement; (j) the Parties have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto Parties, and no presumption or burden of proof shall arise favoring or burdening any Party party by virtue of the authorship of any of the provisions in this Agreement; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xil) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiim) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; and (cn) If the Closing shall occur, notwithstanding anything any law defined or referred to in this Agreement or in any agreement or instrument that is referred to herein means such law as from time to time amended, modified or supplemented, including (in the contrary, any payment obligation case of Purchasers hereunder shall be a joint and several obligation statutes) by succession of Purchasers comparable successor laws and the Transferred Entitiesrelated rules and regulations thereunder and published interpretations thereof.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers the headings contained in this Agreement and Purchasers the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the Ancillary Agreements; (x) Seller and Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (xxi) a reference to any Person includes such Person’s successors and permitted assigns; (xixii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; and (cxiv) the words “in the ordinary course of business” when used in this Agreement and the Ancillary Agreements shall be deemed to be followed by the words “consistent with past practice” unless otherwise specified. If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the Transferred Entitiesmembers of the Alkali Group.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) all Exhibits and Schedules annexed hereto or referenced to herein are hereby incorporated and made a part of this Agreement as if set forth in full herein; (v) any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (v) references to “$” or cash shall mean U.S. dollars; (vvi) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (vivii) the word “or” shall not be exclusive; (viiviii) references to “written” or “in writing” include in electronic form; (viiiix) provisions shall apply, when appropriate, to successive events and transactions; (ixx) Sellers the headings contained in this Agreement and Purchasers the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the Ancillary Agreements; (xi) Seller and Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (xxii) a reference to any Person includes such Person’s successors and permitted assigns; (xixiii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; (xiv) references to any statute shall be deemed to refer to such statute as amended through the date hereof and to any rules or regulations promulgated thereunder as amended through the date hereof; (xv) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (xvi) the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not merely mean “if”; and (xiixvii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Dayexcluded. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Company Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Company Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Company Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers the headings contained in this Agreement and Purchasers the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the Ancillary Agreements; (x) Seller and Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (xxi) a reference to any Person includes such Person’s successors and permitted assigns; (xixii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; and (cxiv) the words “in the ordinary course of business” when used in this Agreement and the Ancillary Agreements shall be deemed to be followed by the words “consistent with past practice” unless otherwise specified. If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the Transferred Entitiesmembers of the Alkali Group.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, case sensitive words shall include the meaning of the defined term unless the context otherwise requires or unless otherwise specified and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or words of similar words import shall, unless otherwise stated, be construed to refer to this entire Agreement as a whole (including all of the Exhibits to this Agreement) and not to any particular provision of this Agreement, including and Article, Section, paragraph and Exhibit references are to the Schedules Articles, Sections, paragraphs and Exhibits heretoto this Agreement unless otherwise specified; (iv) references to “$” or cash shall mean U.S. dollars; (viii) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless the context otherwise requires or unless otherwise specified; (viiv) the word “or” shall not be exclusive; (viiv) references to “written” or “in writing” include in electronic form; (viiivi) provisions shall apply, when appropriate, to successive events and transactions; (ixvii) the Company, Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (xviii) a reference to any Person includes such Person’s successors and permitted assigns; (xiix) all pronouns and any reference variations thereof refer to “days” the masculine, feminine or neuter, single or plural, as the context may require; (x) all references to any period of days shall mean be deemed to be to the relevant number of calendar days unless Business Days are expressly otherwise specified; and (xiixi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day; (xii) all references to dollars or $ shall be to U.S. dollars; and (xiii) if a document is posted to the online data room hosted on behalf of Sellers or the Company entitled “Project Camaro” or is delivered by email or other electronic transmission or otherwise to Purchaser or any of its Affiliates or any of their respective representatives, such document shall be deemed to have been “delivered,” “furnished” and “made available” (or any phrase of similar import) to Purchaser; provided that with respect to the use of the term “made available” in Article IV, such posting, delivery, or other electronic transmission shall have occurred prior to 12:01 AM Eastern time on the date of this Agreement. The Section and Article headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. (cb) If It is understood and agreed that the Closing shall occur, notwithstanding anything specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Company Disclosure Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or the contraryitems so included or other items, are or are not material or required to be disclosed (including whether such items are required to be disclosed as material, threatened or otherwise) or are within or outside of the ordinary course of business, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any payment obligation such item in the Company Disclosure Schedule or the Purchaser Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Company Disclosure Schedule or the Purchaser Disclosure Schedule is or is not material or required to be disclosed or within or outside the ordinary course of Purchasers hereunder business for purposes of this Agreement. The information contained in this Agreement and in the Company Disclosure Schedule, the Purchaser Disclosure Schedule and Exhibits hereto is disclosed solely for purposes of this Agreement and no information contained herein or therein shall be deemed to be an admission by any Party hereto to any third party of any matter whatsoever (including any violation of Law or breach of contract). Any disclosure made by a joint and several obligation party in the Company Disclosure Schedule or the Purchaser Disclosure Schedule shall be deemed to be a disclosure with respect to all Sections (or subsections) or Schedules to which the relevance of Purchasers and the Transferred Entitiessuch disclosure is reasonably apparent on its face.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants and agreements contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included or not included in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is or is not material for purposes of this Agreement. . Nothing herein (bincluding the Seller Disclosure Schedules and the Purchaser Disclosure Schedules) shall be deemed an admission by either Party or any of its Affiliates, in any Proceeding or action, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract or any Law. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits heretohereto and the words “date hereof” refer to the date of this Agreement; (ivd) references to “Dollars” or “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including including, without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) Sellers the headings contained in this Agreement and Purchasers the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Transaction Documents; (j) Seller and Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto or the parties thereto, as applicable, and no presumption or burden of proof shall arise favoring or burdening any Party party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xil) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiim) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; (cn) If the Closing shall occur, notwithstanding anything any Law defined or referred to in this Agreement or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws and the related regulations thereunder and published interpretations thereof, and references to any Contract or instrument are to that Contract or instrument as from time to time amended, modified or supplemented; provided that, for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any Law shall be deemed to refer to such Law, as amended, and the related regulations thereunder and published interpretations thereof, in each case, as of such date; and (o) to the contraryextent that this Agreement or any other Transaction Document requires an Affiliate of any Party to take or omit to take any action, any payment such covenant or agreement includes the obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entitiessuch Party to cause such Affiliate to take or omit to take such action.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Parent Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not materialmaterial or would have a Business Material Adverse Effect or Purchaser Material Adverse Effect, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Parent Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Parent Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material or would have a Business Material Adverse Effect or Purchaser Material Adverse Effect for the purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein; (iv) any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (v) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivvi) references to “$” or cash shall mean U.S. dollars; (vvii) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (viviii) the word “or” shall not be exclusive; (viiix) references to “written” or “in writing” include in electronic form; (viiix) provisions shall apply, when appropriate, to successive events and transactions; (ixxi) Sellers Parent and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (xxii) references to any statute shall be deemed to refer to such statute as amended through the date hereof and to any rules or regulations promulgated thereunder as amended through the date hereof (provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (xiii) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (xiv) a reference to any Person includes such Person’s successors and permitted assigns; (xixv) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xiixvi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; (cxvii) If the Closing shall occurreferences from or through any date mean, notwithstanding anything unless otherwise specified, from and including or through and including, respectively, and (xviii) amounts used in any calculations for purposes of this Agreement to may be either positive or negative, it being understood that the contrary, any payment obligation addition of Purchasers hereunder a negative number shall be a joint and several obligation mean the subtraction of Purchasers the absolute value of such negative number and the Transferred Entitiessubtraction of a negative number shall mean the addition of the absolute value of such negative number. In the event of any conflict or inconsistency between the terms of this Agreement and any Ancillary Agreement, this Agreement will control.

Interpretation; Absence of Presumption. (a) It is understood 13.10.1 The defined terms and agreed that the specification of any dollar amount in the representations and warranties headings contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is are for reference purposes only and will not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter affect in any dispute way the meaning or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes interpretation of this Agreement. (b) For the purposes of . In this Agreement, except to the extent otherwise provided herein or that the context otherwise requires: (i) words used in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to in the plural include the other gender as the context requiressingular; (ii) references reference to any gender includes the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specifiedother gender; (iii) the terms words “hereof,” include”, “herein,” “hereby,” “hereto,includes” and derivative or similar “including” will be deemed to be followed by the words refer to this entire Agreement, including the Schedules and Exhibits hereto“without limitation”; (iv) the words “herein”, “hereof”, “hereto”, “hereunder” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof; (v) reference to any Article, Section, Exhibit or Annex will mean such Article or Section of, or such Exhibit or Annex to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition; (vi) reference to any Applicable Laws will mean such Applicable Laws (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability; and (vii) references to “$” and “CDN” are to the lawful currency of Canada. Whenever the last day for the exercise of any privilege or cash shall mean U.S. dollars; (v) the word “including” discharge or any duty hereunder will fall upon a day that is not a Business Day, the Party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding day which is a Business Day. 13.10.2 Each Party acknowledges and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) agrees that the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers Parties have each participated jointly in the negotiation and drafting of this Agreement and if Agreement. In the event that an ambiguity or a question of intent or interpretation should arisearises, this Agreement shall will be construed as if drafted jointly by the Parties hereto Parties, and no presumption or burden of proof shall will arise favoring or burdening disfavoring any Party by virtue of the authorship of any provision of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If 13.10.3 In the Closing shall occur, notwithstanding anything event of any inconsistency between the statements in this Agreement and statements in the Disclosure Schedule or the other schedules referred to herein, the statements in this Agreement will control and the statements in the Disclosure Schedule and the other schedules referred to herein will be disregarded to the contrary, any payment obligation extent of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entitiessuch inconsistency.

Interpretation; Absence of Presumption. (a) It is understood and agreed that For the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement, “to the knowledge of Sellers” shall mean the actual knowledge of the individuals identified in Section 11.10 of the Seller Disclosure Schedule. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits Exhibit and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits Exhibit hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto thereto and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any disclosure with respect to a section or schedule of this Agreement, including any Section of the Seller Disclosure Schedule or Purchaser Disclosure Schedule, shall be deemed to be disclosed for other sections and schedules of this Agreement, including any section of the Seller Disclosure Schedule or Purchaser Disclosure Schedule, to the extent that the relevance of such disclosure to such other sections or schedules is reasonably apparent; (xii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if such period is specified in Business Days and the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not materialmaterial or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect or Purchaser Material Adverse Effect, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect or Purchaser Material Adverse Effect for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphsparagraphs and clauses of, or Exhibits and Schedules to to, this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto, and references to the “date hereof” shall mean the date of this Agreement; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic formform (including e-mail); (viii) provisions shall apply, when appropriate, to successive events Seller and transactions; (ix) Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (ix) references to any statute shall be deemed to refer to such statute as amended through the date hereof and to any rules or regulations promulgated thereunder as amended through the date hereof (provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (xi) a reference to any Person includes such Person’s successors and permitted assigns; (xixii) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; (cxiv) to the extent that this Agreement or any Ancillary Agreement requires an Affiliate or Subsidiary of any party to take or omit to take any action, such covenant or agreement includes the obligation of such party to cause such Affiliate or Subsidiary to take or omit to take such action; (xv) whenever the words “ordinary course” and “ordinary course of business” with respect to either party are used in this Agreement, they shall be deemed to be followed by the words “consistent with past practice” and shall take into account the commercially reasonable actions taken by such party and its Affiliates in response to COVID-19 and the COVID-19 Measures; (xvi) where Seller is required to “cause its Affiliates” to take any action under this Agreement, the term “Affiliate” shall include (A) Seller’s unrelated Affiliates and (B) if and to the extent permitted by applicable Law, Seller’s regulated Affiliates (subject, in the case of clause (B), to Seller’s reasonable determination of the potential regulatory impacts of seeking to take such actions on Seller and its regulated Affiliates); and (xvii) amounts used in any calculations for purposes of this Agreement may be either positive or negative (except as otherwise expressly provided herein), it being understood that the addition of a negative number shall mean the subtraction of the absolute value of such negative number and the subtraction of a negative number shall mean the addition of the absolute value of such negative number. If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment or indemnity obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the Transferred Entities. Any reference in this Agreement to a specified date shall mean 5:00 p.m. (New York City time) on such date, unless another time is specified. In the event of any conflict or inconsistency between the terms of this Agreement and any Ancillary Agreement, this Agreement shall control. Any document or item will be deemed “delivered”, “provided” or “made available” within the meaning of this Agreement if such document or item is included in the Data Room at least three (3) day prior to the date hereof.

Interpretation; Absence of Presumption. (a) For the purposes of this Agreement, (i) “to the knowledge of Parent” and other similar terms shall mean the actual knowledge, without independent investigation, of the individuals identified in Section 11.2 of the Parent Disclosure Schedule and (ii) “to the knowledge of Purchaser” and other similar terms shall mean the actual knowledge, without independent investigation, of the individuals identified in Section 11.2 of the Purchaser Disclosure Schedule. It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Parent Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Parent Disclosure Letter Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Parent Disclosure Letter Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender versa as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” and “hereby,” “hereto,herewith” and derivative or words of similar words import shall, unless otherwise stated, be construed to refer to this entire Agreement as a whole (including Ancillary Agreements and all of the Exhibits and Schedules) and not to any particular provision of this Agreement, including and Article, Section, clause, paragraph and Exhibit references are to the Schedules Articles, Sections, clauses, paragraphs and Exhibits heretoto this Agreement unless otherwise specified; (iv) references to “$” or cash shall mean U.S. dollars; (viii) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless the context otherwise requires or unless otherwise specified; (viiv) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viiiv) provisions shall apply, when appropriate, to successive events and transactions; (ixvi) Sellers and Purchasers have each participated in the negotiation and drafting all references to any period of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement days shall be construed as if drafted jointly by deemed to be to the Parties hereto and no presumption or burden relevant number of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreementcalendar days unless otherwise specified; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xivii) any reference to “days” any Law shall mean calendar days include any amendments, modifications, codifications, replacements and reenactments and shall be deemed also to refer to all rules and regulations promulgated thereunder, unless Business Days are expressly the context requires otherwise; (viii) all references to dollar amounts shall be to U.S. Dollars unless otherwise specified; (ix) any references to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; and (xiix) when calculating the with respect to any determination of any period of time before whichtime, within which or following which any act is “from” means “from and including” and “to” means “to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Daybut excluding.” (c) If the Closing shall occur, notwithstanding anything in The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and the Ancillary Agreements and that no rule of construction to the contrary, effect that any payment obligation of Purchasers hereunder ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Agreement or the Ancillary Agreements. (d) Any disclosure with respect to a joint Section or schedule of this Agreement, including any Section of the Parent Disclosure Schedule or the Purchaser Disclosure Schedule, shall be deemed to be disclosed for other Sections and several obligation schedules of Purchasers and this Agreement, including any Section of the Transferred EntitiesParent Disclosure Schedule or Purchaser Disclosure Schedule, to the extent that the relevance of such disclosure would be reasonably apparent to a reader of such disclosure.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) the headings contained in this Agreement and the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the Ancillary Agreements; (x) Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (xxi) a reference to any Person includes such Person’s successors and permitted assigns; (xixii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, and Exhibit and Schedule are references to the Articles, Sections, paragraphs, Sections and Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each Party has participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any a Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” ”, “herein,” ”, “hereby,” ”, “hereto,” ”, and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” ”, unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) 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”; (h) references to “written” or “in writing” include in electronic form; (viiii) provisions shall apply, when appropriate, to successive events and transactions; (ixj) Sellers the headings contained in this Agreement and Purchasers the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the Ancillary Agreements; (k) Seller and Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (xl) a reference to any Person includes such Person’s successors and permitted assigns; (xim) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiin) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. excluded; (co) If the Closing shall occur, notwithstanding anything unless otherwise stated in this Agreement Agreement, references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the contrary, terms thereof; and (p) references to any payment obligation of Purchasers hereunder applicable Law shall be a joint deemed to refer to such applicable Law as amended from time to time and several obligation of Purchasers and the Transferred Entitiesto any rules or regulations promulgated thereunder.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreementhereof, (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; , (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” and “hereby,” “hereto,herewith” and derivative or words of similar words import shall, unless otherwise stated, be construed to refer to this entire AgreementAgreement as a whole (including all of the Annexes, including the Schedules and Exhibits hereto; ) and not to any particular provision of this Agreement, and Article, Section, paragraph, Annex, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Annexes, Exhibits and Schedules to this Agreement unless otherwise specified, (iv) references to “$” or cash shall mean U.S. dollars; (viii) the word “including” and words of similar import when used in this Agreement shall mean “including including, without limitation,” unless the context otherwise requires or unless otherwise specified; , (viiv) the word “or” shall not be exclusive; , and (vii) references to “written” or “in writing” include in electronic form; (viiiv) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated . Items or information may be disclosed in the negotiation Schedules hereto which Seller is not required to disclose under the Agreement; disclosure of such items or information shall not affect (directly or indirectly) the interpretation of the Agreement or the scope of the disclosure obligation under the Agreement. In addition, inclusion of such information herein shall not be construed as an admission that such information is “material” for any purpose. (b) With regard to each and drafting every term and condition of this Agreement and if an ambiguity or question of interpretation should ariseany and all agreements and instruments subject to the terms hereof, this Agreement shall be construed as if drafted jointly by the Parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the Parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period consideration shall be excluded and if given to the last day issue of such period is not a Business Daywhich Party hereto actually prepared, the period shall end at the close drafted or requested any term or condition of business on the next succeeding Business Daythis Agreement or any agreement or instrument subject hereto. (c) If Information provided in any one Schedule provided pursuant to Article II shall suffice, without repetition or cross-reference, as a disclosure of such information in any other Schedule provided or to be provided pursuant to Article II if the Closing shall occur, notwithstanding anything disclosure in this Agreement the first such Schedule is sufficient on its face without further inquiry to reasonably inform Purchaser of the contrary, any payment obligation of Purchasers hereunder shall information required to be disclosed in such other such Schedule in order to avoid a joint and several obligation of Purchasers and breach under the Transferred EntitiesAgreement.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is or is not material for purposes of this Agreement. . Nothing herein (bincluding the Seller Disclosure Schedules or the Purchaser Disclosure Schedules) shall be deemed an admission by either Party or any of its Affiliates, in any Proceeding or Action, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “Dollars” or “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) Sellers the headings contained in this Agreement and Purchasers the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Transaction Documents; (j) Seller and Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto or thereto, as applicable, and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xil) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiim) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. . Notwithstanding anything herein to the contrary, except with respect to the representations and warranties in Section 3.3 and Section 4.2, (ci) If the Closing shall occur, notwithstanding anything all references in this Agreement to “the contrary, any payment obligation date hereof” or “the date of Purchasers hereunder this Agreement” shall refer to the Original Execution Date and (ii) the date on which the representations and warranties set forth in Article III and Article IV are made (including for purposes of the certificates delivered pursuant to Article VII) shall not change as a result of the execution of this Agreement and shall be a joint and several obligation made as of Purchasers and such dates as they were in the Transferred EntitiesOriginal Agreement.

Interpretation; Absence of Presumption. (a) For the purposes of this Agreement, “to the knowledge of Sellers” (including “to the Sellers’ knowledge” and similar variations thereof) shall mean **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**. It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party neither party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Disclosure Letter Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement herein or included in the Sellers Disclosure Letter Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreementhereof, (i1) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; , (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii2) the terms “hereof,” “herein,” and “hereby,” “hereto,herewith” and derivative or words of similar words import shall, unless otherwise stated, be construed to refer to this entire Agreement as a whole (including all of the Exhibits hereto) and not to any particular provision of this Agreement, including and Article, Section, paragraph and Exhibit references are to the Schedules Articles, Sections, paragraphs and Exhibits hereto; to this Agreement unless otherwise specified, (iv) references to “$” or cash shall mean U.S. dollars; (v3) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless the context otherwise requires or unless otherwise specified; , (vi4) the word “or” shall not be exclusive; , (vii) references to “written” or “in writing” include in electronic form; (viii5) provisions shall apply, when appropriate, to successive events and transactions; , (ix6) Sellers the phrase “ordinary course of business” or “normal course” or any similar phrase shall mean “ordinary course of business consistent with past practice” unless the context requires otherwise or unless otherwise specified, and Purchasers have each participated in the negotiation and drafting (7) all references to any period of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement days shall be construed as if drafted jointly by deemed to be to the Parties hereto and no presumption or burden relevant number of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly otherwise specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this This Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and construed without regard to any presumption or rule requiring construction or interpretation against the Transferred Entitiesparty drafting or causing any instrument to be drafted.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts amounts, or higher or lower amounts, or such the items so included included, or other items, are or are not material, and no neither Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) the words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or “hereunder” and words of similar words import, when used in this Agreement, shall refer to this entire Agreement as a whole and not to any particular provision of this Agreement; (ii) references in this Agreement to Articles, including Sections, Exhibits or Schedules shall be to an Article, Section, Exhibit, or Schedule of or to this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the Schedules section or subsection in which the reference occurs, unless otherwise specified or the context otherwise requires; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural, and Exhibits heretovice versa; (iv) references to the term “dollars” and the symbol “$” or cash shall mean U.S. dollarsUnited States dollars or the equivalent in any other currency; (v) the word words “include,” “includes” and “including” and words of similar import when used in this Agreement shall mean be deemed to be followed by the phrase “including without limitation,” ”; (vi) all pronouns and any variations thereof refer to the masculine, feminine or neuter, single or plural, as the context may require; (vii) all references to any period of days (without explicit reference to “Business Days”) shall be deemed to be to the relevant number of calendar days unless otherwise specified, and, if any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day; (viviii) 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”; (ix) the word “or” shall not be exclusive; (viix) references to “written” or “in writing” include in electronic form; (viiixi) provisions the phrases “the date of this Agreement,” “the date hereof” and terms of similar import, unless the context otherwise requires, shall apply, when appropriate, be deemed to successive events and transactions; (ix) Sellers and Purchasers have each participated refer to the date set forth in the negotiation and drafting first paragraph of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (xxii) a reference except as otherwise specifically provided in this Agreement, any agreement defined or referred to herein means such agreement, as from time to time amended, supplemented or modified, including (A) by waiver or consent and (B) all attachments thereto and instruments incorporated therein; and (xiii) unless the context otherwise requires, references to any Person includes include references to such Person’s successors and permitted assigns; (xi) any reference to . Whenever the phrase “daysmade available” or other similar term is used herein, it shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period document available for viewing in the “Project Sweet” electronic data room hosted by IntraLinks, Inc., as that site existed as of time before which, within which or following which any act is to be done or step taken pursuant to 12:01 a.m. on the date of this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not materialmaterial or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect or Purchaser Material Adverse Effect, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect or Purchaser Material Adverse Effect for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit clause and Schedule are references to the Articles, Sections, paragraphsparagraphs and clauses of, Exhibits and or Schedules to to, this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Exhibits and Schedules hereto, and Exhibits heretoreferences to the “date hereof” shall mean the date of this Agreement; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic formform (including e-mail); (viii) provisions shall apply, when appropriate, to successive events Seller and transactions; (ix) Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this Agreement; (ix) references to any statute shall be deemed to refer to such statute as amended through the date hereof and to any rules or regulations promulgated thereunder as amended through the date hereof (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (xi) a reference to any Person includes such Person’s successors and permitted assigns; (xixii) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; (cxiv) If to the Closing extent that this Agreement requires an Affiliate or Subsidiary of any party to take or omit to take any action, such covenant or agreement includes the obligation of such party to cause such Affiliate or Subsidiary to take or omit to take such action; and (xv) amounts used in any calculations for purposes of this Agreement may be either positive or negative, it being understood that the addition of a negative number shall occur, notwithstanding anything mean the subtraction of the absolute value of such negative number and the subtraction of a negative number shall mean the addition of the absolute value of such negative number. Any reference in this Agreement to the contrarya specified date shall mean 5:00 p.m. (New York City time) on such date, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entitiesunless another time is specified.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants and agreements contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included or not included in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is or is not material for purposes of this Agreement. . Nothing herein (bincluding the Seller Disclosure Schedules and the Purchaser Disclosure Schedules) shall be deemed an admission by any Party or any of its Affiliates, in any Proceeding or action, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract or any Law. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits heretohereto and the words “date hereof” refer to the date of this Agreement; (ivd) references to “Dollars” or “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including including, without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) Sellers the headings contained in this Agreement and Purchasers the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Transaction Documents; (j) Seller and the Purchaser Parties have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto or the parties thereto, as applicable, and no presumption or burden of proof shall arise favoring or burdening any Party party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xil) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiim) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall -108- end at the close of business on the next succeeding Business Day. ; (cn) If the Closing shall occur, notwithstanding anything any Law defined or referred to in this Agreement or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws and the related regulations thereunder and published interpretations thereof, and references to any Contract or instrument are to that Contract or instrument as from time to time amended, modified or supplemented; provided that, for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any Law shall be deemed to refer to such Law, as amended, and the related regulations thereunder and published interpretations thereof, in each case, as of such date; (o) any reference herein to “delivered,” “provided,” “supplied” or “made available” to Purchaser means, with respect to any document or information, that the same has been made available to Purchaser or Parent prior to the contraryexecution of this Agreement by means of the “Keystone” virtual data room hosted by Datasite Diligence at datasxxx.xxx; xxx (p) to the extent that this Agreement or any other Transaction Document requires an Affiliate of any Party to take or omit to take any action, any payment such covenant or agreement includes the obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entitiessuch Party to cause such Affiliate to take or omit to take such action.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is or is not material for purposes of this Agreement. . Nothing herein (bincluding the Seller Disclosure Schedules or the Purchaser Disclosure Schedules) shall be deemed an admission by either party or any of its Affiliates, in any Proceeding or Action, that such party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “Dollars” or “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) Sellers the headings contained in this Agreement and Purchasers the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Transaction Documents; (j) Seller and Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xil) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; (m) reference to a document being “made available” shall mean such document was provided to Purchaser or its Representatives via electronic mail, or a copy of such document was posted (and made accessible to Purchaser or its Representatives) in the electronic data room maintained by Intralinks on behalf of Seller under the title “Project Nina” as of 6:00 p.m. Eastern Time as of the date prior to the date of this Agreement or made available to Purchaser or its Representatives in a “clean room” established by one of Seller’s Representatives and (xiin) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, are or are not in the Ordinary Course of Business or would reasonably be expected to have a Business Material Adverse Effect or Purchaser Material Adverse Effect, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is or is not material for purposes material, are or are not in the Ordinary Course of this Agreement. Business or would reasonably be expected to have a Business Material Adverse Effect or Purchaser Material Adverse Effect. Nothing herein (bincluding the Seller Disclosure Schedules or the Purchaser Disclosure Schedules) shall be deemed an admission by either Party or any of its Affiliates, in any Action, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract or Law. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including including, without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions the headings contained in this Agreement and the other Transaction Documents are for reference purposes only and shall apply, when appropriate, to successive events not affect in any way the meaning or interpretation of this Agreement and transactionsthe other Transaction Documents; (ixi) Sellers Seller and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents (other than the Steves Supply Agreement) shall be construed as if drafted jointly by the Parties hereto or the parties thereto, as applicable, and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes Agreement or such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.other Transaction

Interpretation; Absence of Presumption. (a) For the purposes of this Agreement, “to the knowledge of Seller” shall mean the actual knowledge, without independent investigation, of the individuals identified in Section 1.3 of the Seller Disclosure Schedule. It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party neither party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; , (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” and “hereby,” “hereto,herewith” and derivative or words of similar words import shall, unless otherwise stated, be construed to refer to this entire Agreement as a whole (including all of the Exhibits to this Agreement) and not to any particular provision of this Agreement, including and Article, Section, paragraph and Exhibit references are to the Schedules Articles, Sections, paragraphs and Exhibits hereto; to this Agreement unless otherwise specified, (iv) references to “$” or cash shall mean U.S. dollars; (viii) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless the context otherwise requires or unless otherwise specified; , (viiv) the word “or” shall not be exclusive; , (viiv) all pronouns and any variations thereof refer to the masculine, feminine or neuter, single or plural, as the context may require and (vi) all references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated in the negotiation and drafting any period of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement days shall be construed as if drafted jointly by deemed to be to the Parties hereto and no presumption or burden relevant number of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly otherwise specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this This Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and construed without regard to any presumption or rule requiring construction or interpretation against the Transferred Entitiesparty drafting or causing any instrument to be drafted.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Disclosure Letter Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) where the context so permits, the word “or” shall not be exclusive; (vii) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (viii) unless the context otherwise requires, references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers the Seller Parent and Purchasers the Buyer Parent have each participated in the negotiation and drafting of this Agreement and and, as a result, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and excluded; (xiii) if the last day for the giving of such period any notice or the performance of any action required or permitted under this Agreement is a day that is not a Business Day, then the period time for the giving of such notice or the performance of such action, unless otherwise required by Law, shall end at the close of business on be extended to the next succeeding Business Day; (xiv) the word “shall” shall have the same meaning as the word “will”; (xv) references herein to any Law shall 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; and (xvi) local transfer agreements shall include bills of sale or similar instruments of transfer (if applicable). (c) If the Closing shall occur, notwithstanding anything Each Exhibit and Schedule attached hereto and referred to herein is incorporated in this Agreement to the contrary, any payment obligation of Purchasers hereunder by reference and shall be a joint and several obligation considered part of Purchasers and the Transferred Entitiesthis Agreement as if fully set forth herein, unless this Agreement expressly otherwise provides.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not materialmaterial or would reasonably be expected to have a Business Material Adverse Effect or Purchaser Material Adverse Effect, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material or would reasonably be expected to have a Business Material Adverse Effect or Purchaser Material Adverse Effect for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) the Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (x) references to any statute shall be deemed to refer to such statute as amended through the date hereof and to any rules or regulations promulgated thereunder as amended through the date hereof (provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (xi) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (xii) a reference to any Person includes such Person’s successors and permitted assigns; (xixiii) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xiixiv) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; and (cxv) amounts used in any calculations for purposes of this Agreement or any Ancillary Agreement may be either positive or negative, it being understood that the addition of a negative number shall mean the subtraction of the absolute value of such negative number and the subtraction of a negative number shall mean the addition of the absolute value of such negative number. If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the Transferred EntitiesCompanies. Any right under this Agreement or any Ancillary Agreement that may be exercised by any individual Seller or that applies to “Seller” in the singular shall be a right of, and may be exercised by, any Seller hereunder. Unless the context otherwise requires, any reference in this Agreement or any Ancillary Agreement to the “opening of business” on a specified date shall mean 9 a.m. Eastern Time on such date. In the event of any conflict or inconsistency between the terms of this Agreement and any Ancillary Agreement, this Agreement will control.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) whenever the context requires, words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits heretoto this Agreement; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusiveexclusive but shall be used in the inclusive sense of “and/or,” unless the context otherwise requires; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto thereto and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this AgreementAgreement ; (x) a unless the context otherwise requires, any reference to any Person includes such Person’s successors and permitted assigns; (xi) any disclosure with respect to any section of the Seller Disclosure Schedule or Purchaser Disclosure Schedule or this Agreement, shall be deemed to be disclosed for any other section of the Seller Disclosure Schedule or Purchaser Disclosure Schedule or this Agreement, as applicable, to which the relevance of such disclosure is reasonably apparent from the context of such disclosure; (xii) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; (cxiv) If the Closing shall occurwords “shall” and “will” are used interchangeably and have the same meaning; (xv) any reference to the “members of the Transferred Group” or any similar phrase means the Transferred Companies and their respective Subsidiaries; and (xvi) the words “made available to Purchaser” or any similar phrase mean posted to the electronic data room, notwithstanding anything which was established by or on behalf of Sellers for the posting of documents for review by Purchaser in connection with the Sale prior to the date of this Agreement (and not removed prior to the contrarydate of this Agreement) or physically delivered to Purchaser. Any provision of this Agreement obligating a Party to take any action or refrain from taking any action, any payment obligation of Purchasers hereunder as the case may be, shall mean that such Party shall also be a joint and several obligation of Purchasers and obligated to cause its relevant Subsidiaries to take such action or refrain from taking such action, as the Transferred Entitiescase may be.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is or is not material for purposes of this Agreement. . Nothing herein (bfor the avoidance of doubt, including the Seller Disclosure Schedules or the Purchaser Disclosure Schedules) shall be deemed an admission by any Party or any of its Affiliates, in any Proceeding, that such Party or any such Affiliate or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract. For the purposes of this Agreement, : (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit Exhibit, Annex and Schedule are references to the Articles, Sections, paragraphs, Exhibits Exhibits, Annex and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) the headings contained in this Agreement and the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Transaction Documents; (j) the Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xil) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiim) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation . [Remainder of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.page intentionally left blank]

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Parent Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not materialmaterial or would reasonably be expected to have a Business Material Adverse Effect or Purchaser Material Adverse Effect, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Parent Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Parent Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material or would reasonably be expected to have a Business Material Adverse Effect or Purchaser Material Adverse Effect for the purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein; (iv) any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (v) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivvi) references to “$” or cash shall mean U.S. dollars; (vvii) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (viviii) the word “or” shall not be exclusive; (viiix) references to “written” or “in writing” include in electronic form; (viiix) provisions shall apply, when appropriate, to successive events and transactions; (ixxi) Sellers Parent and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (xxii) references to any statute shall be deemed to refer to such statute as amended through the date of this Agreement and to any rules or regulations promulgated thereunder as amended through the date of this Agreement (provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (xiii) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof to the extent such amendment, modification or supplement has been provided to Purchaser on or prior to the date hereof; (xiv) a reference to any Person includes such Person’s successors and permitted assigns; (xixv) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xiixvi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; (cxvii) If references from or through any date mean, unless otherwise specified, from and including or through and including, respectively; (xviii) amounts used in any calculations for purposes of this Agreement may be either positive or negative, it being understood that the Closing addition of a negative number shall occurmean the subtraction of the absolute value of such negative number and the subtraction of a negative number shall mean the addition of the absolute value of such negative number; (xix) references to “ordinary course of business” shall mean the ordinary course of business, notwithstanding anything consistent with past practice of the Business or with the then-current practices in similar circumstances of other companies generally in the industry in which the Business operates; (xx) although the same or similar subject matters may be addressed in different provisions of this Agreement, the Parties intend that, except as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content); and (xxi) the phrases “delivered,” “made available,” or “furnished” means that the information referred to has been physically or electronically delivered to the contraryrelevant parties or their respective Representatives no later than 11:59 p.m. on the date that is one (1) Business Day prior to the execution of this Agreement, including material that has been posted to the Data Room as of such time. In the event of any payment obligation conflict or inconsistency between the terms of Purchasers hereunder shall be a joint this Agreement and several obligation of Purchasers and the Transferred Entitiesany Ancillary Agreement, this Agreement will control.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto thereto and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any disclosure with respect to a section or schedule of this Agreement, including any section of the Seller Disclosure Schedule or Purchaser Disclosure Schedule, shall be deemed to be disclosed for other sections and schedules of this Agreement, including any section of the Seller Disclosure Schedule or Purchaser Disclosure Schedule, where the relevance of such disclosure would be reasonably apparent; (xii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) . If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser, the Companies and the Transferred Entitiesits Subsidiaries.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants and agreements contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included or not included in the Sellers Seller Disclosure Letter Schedules is or is not material for purposes of this Agreement. . Nothing herein (bfor the avoidance of doubt, including the Seller Disclosure Schedules) shall be deemed an admission by either party or any of its Affiliates, in any Proceeding, that such party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract or any Law. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits heretohereto and the words “date hereof” refer to the date of this Agreement; (ivd) references to “Dollars” or “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including including, without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions the headings contained in this Agreement and the other Transaction Documents are for reference purposes only and shall apply, when appropriate, to successive events not affect in any way the meaning or interpretation of this Agreement and transactionsthe other Transaction Documents; (ixi) Sellers Seller and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xj) a reference to any Person includes such Person’s successors and permitted assigns; (xik) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiil) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; (cm) If “extent” in the Closing shall occur, notwithstanding anything in this Agreement phrase “to the contraryextent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (n) any payment obligation of Purchasers hereunder shall be reference to a joint Law means such Law as amended from time to time and several obligation of Purchasers and the Transferred Entities.includes any successor

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants and agreements contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, or would reasonably be expected to have a Business Material Adverse Effect or Purchaser Material Adverse Effect, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included or not included in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is or is not material or would reasonably be expected to have a Business Material Adverse Effect or Purchaser Material Adverse Effect for purposes of this Agreement. . Nothing herein (bincluding the Seller Disclosure Schedules and the Purchaser Disclosure Schedules) shall be deemed an admission by either Party or any of its Affiliates, in any Proceeding or action, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract or any Law. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits heretohereto and the words “date hereof” refer to the date of this Agreement; (ivd) references to “Dollars” or “$” or cash shall mean means U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement shall mean Agreement, and the other Transaction Documents means “including including, without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions the headings contained in this Agreement, and the other Transaction Documents are for reference purposes only and shall apply, when appropriate, to successive events not affect in any way the meaning or interpretation of this Agreement and transactionsthe other Transaction Documents; (ixi) Sellers Seller and Purchasers have each participated in the negotiation and drafting of this Agreement Agreement, and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement Agreement, and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto or the parties thereto, as applicable, and no presumption or burden of proof shall arise favoring or burdening any Party party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xj) a reference to any Person includes such Person’s successors and permitted assigns; (xik) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; (l) references to “from” or “through” any date mean, unless otherwise specified, “from and (xii) including” or “through and including,” respectively, and, when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; (cm) If the Closing shall occur, notwithstanding anything any Law defined or referred to in this Agreement or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws and the related regulations thereunder and published interpretations thereof, and references to any Contract or instrument are to that Contract or instrument as from time to time amended, modified or supplemented; provided that, for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any Law shall be deemed to refer to such Law, as amended, and the related regulations thereunder and published interpretations thereof, in each case, as of such date; (n) to the contraryextent that this Agreement, or any payment other Transaction Document requires a Subsidiary or an Affiliate of any Party to take or omit to take any action, such covenant or agreement includes the obligation of Purchasers hereunder such Party to cause such Subsidiary or Affiliate to take or omit to take such action; (o) the word “extent” in the phrase “to the extent” means only the degree to which a subject or other thing extends, and such phrase shall be a joint not mean simply “if” and; (p) where used with respect to information, the phrases “provided,” “delivered” or “made available” means that the information referred to has been physically or electronically delivered to the relevant parties or their respective Representatives, including, in the case of “made available” to Purchasers, material that has been made available and several obligation of accessible continuously in unredacted form to the extent it relates to the Business (or to the extent in redacted form, solely to the extent it relates to the Retained Business) to Purchasers and their Representatives in the Transferred EntitiesData Room prior to the execution hereof (or the Closing Date, in the case of information required to be delivered or made available prior to the Closing Date); and (q) notwithstanding anything to the contrary in this Agreement, none of INO Therapeutics LLC, Mallinckrodt ARD Holdings Inc., Infacare Pharmaceutical Corporation, Mallinckrodt ARD LLC, MHP Finance LLC, Mallinckrodt Critical Care Finance LLC and Questcor International Ltd. are a Subsidiary of a Purchased Entity for purposed of this Agreement, and none of the equity interests of such entities are Purchased Assets for purposes of this Agreement; and (t) the phrase “ordinary course” or “ordinary course of business”, and words of similar import, shall mean the “ordinary course of business of the Business consistent with past practice”.

Interpretation; Absence of Presumption. (a) For purposes of this Agreement, (i) "to the knowledge of ACL" shall mean the actual knowledge of Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxx or Xxxxx X. Xxxxxx after due inquiry and "to the knowledge of any Vectura Party" shall mean to the actual knowledge of Xxxxx Xxxxxxxx, III, Xxxx X. Xxxxxxxxx, Xxxxxxx X. Verona or Xxxxxx X. X'Xxxx after due inquiry or to the actual knowledge of Xxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxxxx, Xx., (ii) 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, (iii) the terms "hereof," "herein," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph and Schedule references are to the Articles, Sections, paragraphs, Schedules and Exhibits to this Agreement unless otherwise specified, (iv) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless the context otherwise requires or unless otherwise specified, (v) the word "or" shall not be exclusive and (vi) provisions shall apply, when appropriate, to successive events and transactions. (b) For purposes of this Agreement, "material adverse change" or "material adverse effect," with respect to any person, means any change or effect that either individually or in the aggregate with all other such changes or effects is materially adverse to the business, operations, properties or assets of such person (excluding the assets and liabilities of such person which will not be transferred to or become part of ACL Holdings or its Subsidiary in the Recapitalization Transactions), but excluding any such change or effect resulting directly and primarily from (i) any change, effect, event or occurrence relating to the United States economy generally or to such person's industries generally which change, effect, event or occurrence does not or would not reasonably be expected to have a materially disproportionate effect on such person relative to other persons in the same industries or (ii) the announcement or consummation of the transactions contemplated hereby; and the terms "material" and "materially" shall have correlative meanings. (c) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. (d) It is understood and agreed that neither the specification of any dollar amount in the representations and warranties contained in this Agreement or nor the inclusion of any specific item in the Sellers Disclosure Letter Schedules or Exhibits to this Agreement is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no neither Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Disclosure Letter Schedules or Exhibits to this Agreement in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreementhereof. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, : (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms ArticleArticles, Section, paragraphparagraphs, Exhibit Schedules and Schedule Exhibits are references to the Articles, Sections, paragraphs, Schedules and Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” “hereunder” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (vd) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vie) the word “or” shall not be exclusive; (viif) 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) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) Sellers Imara and Purchasers have Xxxxxxxxx has each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this Agreement; (xj) a reference to any Person includes such Person’s successors and permitted assigns; (xik) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiil) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. excluded; (cm) If the Closing shall occur, notwithstanding anything unless otherwise stated in this Agreement Agreement, references to any contract are to that contract as amended, modified or supplemented from time to time in accordance with the contrary, terms thereof; and (n) references to any payment obligation of Purchasers hereunder applicable Law shall be a joint deemed to refer to such applicable Law as amended from time to time and several obligation of Purchasers and to any rules or regulations promulgated thereunder. Any capitalized terms used in any Exhibit or Schedule attached hereto but not otherwise defined therein shall have the Transferred Entitiesmeanings defined in this Agreement.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is or is not material for purposes of this Agreement. . Nothing herein (bfor the avoidance of doubt, including the Seller Disclosure Schedules or the Purchaser Disclosure Schedules) shall be deemed an admission by any Party or any of its Affiliates, in any Proceeding, that such Party or any such Affiliate or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract. For the purposes of this Agreement, : (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit Exhibit, Annex and Schedule are references to the Articles, Sections, paragraphs, Exhibits Exhibits, Annex and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) the headings contained in this Agreement and the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Transaction Documents; (j) the Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xil) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiim) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) For the purposes of this Agreement, “to the knowledge of Seller” shall mean the actual knowledge, without independent investigation, of the individuals identified in Section 1.2 of the Seller Disclosure Letter. It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no neither Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; , (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or “herewith” and words of similar words import shall, unless otherwise stated, be construed to refer to this entire Agreement as a whole (including all of the Schedules to this Agreement) and not to any particular provision of this Agreement, including and Article, Section, paragraph and Schedule references are to the Articles, Sections, paragraphs in and Schedules and Exhibits hereto; to this Agreement unless otherwise specified, (iv) references to “$” or cash shall mean U.S. dollars; (viii) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless the context otherwise requires or unless otherwise specified; , (viiv) the word “or” shall not be exclusive; , (vii) references to “written” or “in writing” include in electronic form; (viiiv) provisions shall apply, when appropriate, to successive events and transactions; , (ixvi) Sellers all pronouns and Purchasers have each participated in any variations thereof refer to the negotiation masculine, feminine or neuter, single or plural, as the context may require and drafting (vii) all references to any period of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement days shall be construed as if drafted jointly by deemed to be to the Parties hereto and no presumption or burden relevant number of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly otherwise specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this This Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and construed without regard to any presumption or rule requiring construction or interpretation against the Transferred Entitiesparty drafting or causing any instrument to be drafted.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreementhereof, (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; , (ii) references to the terms "hereof," "herein," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are references to the Articles, Sections, paragraphs, Exhibits Exhibits, and Schedules to this Agreement unless otherwise specified; , (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “"including” " and words of similar import when used in this Agreement shall mean “including "including, without limitation,” " unless the context~ otherwise requires or unless otherwise specified; , (viiv) the word “"or” " shall not be exclusive; , and (vii) references to “written” or “in writing” include in electronic form; (viiiv) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated . Items or information may be disclosed in the negotiation Schedules hereto which the Company or the Interest Holders are not required to disclose under the Agreement; disclosure of such items or information shall not affect (directly or indirectly) the interpretation of the Agreement or the scope of the disclosure obligation under the Agreement. In addition, inclusion of such information herein shall not be construed as an admission that such information is "material" for any purpose. (b) With regard to each and drafting every term and condition of this Agreement and any and all agreements and instruments subject to the terms hereof, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if an ambiguity at any time the parties hereto desire or question are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of interpretation should arisewhich party hereto actually prepared, drafted or requested any term or condition of this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring any agreement or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Dayinstrument subject hereto. (c) If Information provided in any one Schedule provided pursuant to Article II shall suffice, without repetition or cross-reference, as a disclosure of such information in any other Schedule provided or to be provided pursuant to Article II if the Closing shall occur, notwithstanding anything disclosure in this Agreement the first such Schedule is sufficient on its face without further inquiry to reasonably inform Parent and Purchaser of the contrary, any payment obligation of Purchasers hereunder shall information required to be disclosed in such other such Schedule in order to avoid a joint and several obligation of Purchasers and breach under the Transferred EntitiesAgreement.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreementhereof, (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” and “hereby,” “hereto,herewith” and derivative or words of similar words import shall, unless otherwise stated, be construed to refer to this entire Agreement as a whole (including the schedules, exhibits and annexes hereto) and not to any particular provision of this Agreement, including and Article, Section, paragraph, and clause references are to the Schedules Articles, Sections, paragraphs, and Exhibits heretoclauses to this Agreement unless otherwise specified; (iv) references to “$” or cash shall mean U.S. dollars; (viii) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless the context otherwise requires or unless otherwise specified; (viiv) the word “or” shall not be exclusive; (viiv) references to “written” or “in writing” include in electronic forma Person are also to its successors and permitted assigns; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ixvi) Sellers all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified and Purchasers (vii) all terms defined herein shall have each the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. (b) The parties have participated jointly in the negotiation negotiating and drafting of this Agreement and if Agreement. In the event that an ambiguity or a question of intent or interpretation should arisearises, this Agreement shall be construed as if drafted jointly by the Parties hereto parties, and no presumption or burden of proof shall arise favoring or burdening disfavoring any Party party by virtue of the authorship of any provision of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, paragraph and Exhibit and Schedule are references to the Articles, Sections, paragraphs, paragraphs and Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “"hereof,” “" "herein,” “" "hereby,” “" "hereto,” " and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “"including” " and words of similar import when used in this Agreement shall mean “"including without limitation,” " unless otherwise specified; (viv) the word “"or” " shall not be deemed to be exclusive; (viivi) references to “"written” " or “"in writing” " include in electronic form; (viiivii) provisions shall apply, when appropriate, to successive events and transactions; (ixviii) Sellers the Company and Purchasers the Investor have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this Agreement; (ix) references to any contract are to that contract as amended, modified or supplemented from time to time in accordance with the terms thereof; (x) a reference to any Person includes such Person’s 's successors and permitted assigns; (xi) any reference to “"days” " shall mean calendar days unless Business Days are expressly specified; specified and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Company Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Company Disclosure Letter Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Company Disclosure Letter Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean means U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean means “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (viii) references to “written” or “in writing” include in electronic form; (viiiix) provisions shall apply, when appropriate, to successive events and transactions; (ixx) Sellers the Company and Purchasers the Buyer have each participated in the negotiation and drafting of this Agreement and Agreement, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (xxi) a reference to any Person includes such Person’s successors and permitted assigns; (xixii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a non-Business Day, the period in question shall end at the close of business on the next succeeding Business Day. ; (cxiv) If the Closing shall occur, notwithstanding anything unless otherwise stated in this Agreement Agreement, references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the contrary, terms thereof; (xv) the word “shall” shall have the same meaning as the word “will”; and (xvi) the word “any” means “any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entitiesall”.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (vii) 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) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) Sellers the headings contained in this Agreement are for reference purposes only and Purchasers have shall not affect in any way the meaning or interpretation of this Agreement; (j) each of the Parties has participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this Agreement; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xil) any reference to “days” shall mean means calendar days unless Business Days business days are expressly specified; and (xiim) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Dayexcluded. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not materialmaterial or would reasonably be expected to have a Business Material Adverse Effect or Purchaser Material Adverse Effect, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material or would reasonably be expected to have a Business Material Adverse Effect or Purchaser Material Adverse Effect for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers Seller and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (x) references to any statute shall be deemed to refer to such statute as amended through the date hereof and to any rules or regulations promulgated thereunder as amended through the date hereof (provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (xi) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (xii) a reference to any Person includes such Person’s successors and permitted assigns; (xixiii) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xiixiv) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) . If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, hereof: (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms “hereof”, “herein”, and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are references to the Articles, Sections, paragraphs, Exhibits Exhibits, and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including including, without limitation,” ”, unless the context otherwise requires or unless otherwise specified; (viiv) the word “or” shall not be exclusive; and (viiv) references an item arising with respect to a specific representation or warranty shall be deemed to be “writtenreflected on” or “in writingset forth in” include in electronic form; (viii) provisions shall apply, when appropriatea balance sheet or financial statements, to successive events the extent (A) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statement that is related to the subject matter of such representation, (B) such item is otherwise specifically set forth on the balance sheet or financial statement or (C) such item is reflected on the balance sheet or financial statement and transactions; (ix) Sellers and Purchasers have each participated is specifically referred to in the negotiation and drafting notes thereto. Further, prior drafts of this Agreement and if an ambiguity or question the other Transaction Documents or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of interpretation should arise, this Agreement or any of the other Transaction Documents shall not be construed used as if drafted jointly by an aid of construction or otherwise constitute evidence of the Parties hereto intent of the parties hereto, and no presumption or burden of proof shall arise favoring or burdening disfavoring any Party party hereto by virtue of such prior drafts. (b) With regard to each and every term and condition of this Agreement and each of the authorship other Transaction Documents, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any other Transaction Document, no consideration will be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Dayother Transaction Documents. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein; (iv) any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (v) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto, and not to any particular provision thereof; (ivvi) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.;

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) the headings contained in this Agreement and the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the Ancillary Agreements; (x) Parent, the Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (xxi) a reference to any Person includes such Person’s successors and permitted assigns; (xixii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) . If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the Transferred EntitiesCompanies and the Subsidiaries of the Transferred Companies. Whether or not the Closing occurs, notwithstanding anything in this Agreement to the contrary, any payment obligation of Parent or any of the Sellers hereunder shall be a joint and several obligation of Parent and the Sellers.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedules is or is not material for purposes of this Agreement. . Nothing herein (bfor the avoidance of doubt, including the Seller Disclosure Schedules) shall be deemed an admission by any party or any of its Affiliates, in any Proceeding or Action, that such party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraphclause, Exhibit and Schedule are references to the Articles, Sections, paragraphsclauses, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “"hereof,” “" "herein,” “" "hereby,” “" "hereto,” " and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “"dollars" or "$” or cash " shall mean U.S. dollars; (ve) the word “"including” " and words of similar import when used in this Agreement and the Transaction Documents shall mean “"including without limitation,” " unless otherwise specified; (vif) the word “"or” " shall not be exclusive; (viig) references to “"written” " or “"in writing” " include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) Sellers the headings contained in this Agreement and Purchasers the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Transaction Documents; (j) Seller and Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties parties hereto or thereto and no presumption or burden of proof shall arise favoring or burdening any Party party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xk) a reference to any Person includes such Person’s 's successors and permitted assigns; (xil) any reference to “"days” shall mean " means calendar days unless Business Days are expressly specified; and (xiim) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, paragraphs and Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (viv) the word “or” shall not be deemed to be exclusive; (viivi) references to “written” or “in writing” include in electronic form; (viiivii) provisions shall apply, when appropriate, to successive events and transactions; (ixviii) Sellers the Company and Purchasers the Investor have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this Agreement; (ix) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms thereof; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; specified and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood 12.10.1 The defined terms and agreed that the specification of any dollar amount in the representations and warranties headings contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is are for reference purposes only and will not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter affect in any dispute way the meaning or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes interpretation of this Agreement. (b) For the purposes of . In this Agreement, except to the extent otherwise provided herein or that the context otherwise requires: (i) words used in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to in the plural include the other gender as the context requiressingular; (ii) references reference to any gender includes the terms Article, Section, paragraph, Exhibit other gender and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specifiedneuter; (iii) the terms words “hereof,” include”, “herein,” “hereby,” “hereto,includes” and derivative or similar “including” will be deemed to be followed by the words refer to this entire Agreement, including the Schedules and Exhibits hereto“without limitation”; (iv) the words “herein”, “hereof”, “hereto”, “hereunder” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof; (v) reference to any Article, Section, Exhibit or Schedule will mean such Article or Section of, or such Exhibit or Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition; (vi) reference to any Applicable Laws will mean such Applicable Laws (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability; and (vii) references to “$” or cash shall mean U.S. dollars; (v) are to the word “including” and words lawful currency of similar import when used in this Agreement shall mean “including without limitation,” the United States unless otherwise specified; (vi) stated. Whenever the word “or” shall last day for the exercise of any privilege or the discharge or any duty hereunder will fall upon a day that is not be exclusive; (vii) references to “written” a Business Day, the Party having such privilege or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events duty may exercise such privilege or discharge such duty on the next succeeding day which is a Business Day. 12.10.2 Each Party acknowledges and transactions; (ix) Sellers and Purchasers agrees that the Parties have each participated jointly in the negotiation and drafting of this Agreement and if Agreement. In the event that an ambiguity or a question of intent or interpretation should arisearises, this Agreement shall will be construed as if drafted jointly by the Parties hereto Parties, and no presumption or burden of proof shall will arise favoring or burdening disfavoring any Party by virtue of the authorship of any provision of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If 12.10.3 In the Closing shall occur, notwithstanding anything event of any inconsistency between the statements in this Agreement and statements in the Vendor Disclosure Schedule, the Akanda Disclosure Record or the other schedules referred to herein, the statements in this Agreement will control and the statements in the Vendor Disclosure Schedule, the Akanda Disclosure Record and the other schedules referred to herein will be disregarded to the contrary, any payment obligation extent of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entitiessuch inconsistency.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Save-A-Lot Disclosure Letter Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Save-A-Lot Disclosure Letter Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Save-A-Lot Disclosure Letter Schedules is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement and the Services Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers the Parties have each participated in the negotiation and drafting of this Agreement and the Services Agreement and if an ambiguity or question of interpretation should arise, this Agreement and the Services Agreement shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this Agreement or the Services Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) . If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the Transferred any domestic Save-A-Lot Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, hereof: (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are references to the Articles, Sections, paragraphs, Exhibits Exhibits, and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (viiv) the word “or”, “any” or “either” shall not be exclusive; (vii) references . References to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, a Person are also to successive events its permitted assigns and transactions; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when successors. When calculating the period of time before between which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end at the close of business on the next succeeding Business Day). Unless otherwise expressly provided herein, any statute or law defined or referred to herein means such statute or law as from time to time amended, modified or supplemented, including by succession of comparable successor statutes. (cb) If the Closing shall occur, notwithstanding anything in With regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the contraryterms hereof, the Parties understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any payment obligation time the Parties desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration will be given to the issue of Purchasers hereunder shall which Party actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto. Each Party agrees that this Agreement has been purposefully drawn and correctly reflects its understanding of the transactions contemplated by this Agreement and, therefore, waives the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be a joint and several obligation of Purchasers and construed against the Transferred EntitiesParty drafting such agreement or document.

Interpretation; Absence of Presumption. (a) It is understood 8.11.1 The defined terms and agreed that the specification of any dollar amount in the representations and warranties headings contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is are for reference purposes only and will not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter affect in any dispute way the meaning or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes interpretation of this Agreement. (b) For the purposes of . In this Agreement, except to the extent otherwise provided herein or that the context otherwise requires: (i) words used in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to in the plural include the other gender as the context requiressingular; (ii) references reference to any gender includes the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specifiedother gender; (iii) the terms words “hereof,” include”, “herein,” “hereby,” “hereto,includes” and derivative or similar “including” will be deemed to be followed by the words refer to this entire Agreement, including the Schedules and Exhibits hereto“without limitation”; (iv) the words “herein”, “hereof”, “hereto”, “hereunder” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof; (v) reference to any Article, Section, Exhibit or Schedule will mean such Article or Section of, or such Exhibit or Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition; (vi) reference to any Applicable Laws will mean such Applicable Laws (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability; and (vii) references to “$” and “CDN” are to the lawful currency of Canada. Whenever the last day for the exercise of any privilege or cash shall mean U.S. dollars; (v) the word “including” discharge or any duty hereunder will fall upon a day that is not a Business Day, the Party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding day which is a Business Day. 8.11.2 Each Party acknowledges and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) agrees that the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers Parties have each participated jointly in the negotiation and drafting of this Agreement and if Agreement. In the event that an ambiguity or a question of intent or interpretation should arisearises, this Agreement shall will be construed as if drafted jointly by the Parties hereto Parties, and no presumption or burden of proof shall will arise favoring or burdening disfavoring any Party by virtue of the authorship of any provision of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If 8.11.3 In the Closing shall occur, notwithstanding anything event of any inconsistency between the statements in this Agreement and statements in the Disclosure Schedule or the other schedules referred to herein, the statements in this Agreement will control and the statements in the Disclosure Schedule and the other schedules referred to herein will be disregarded to the contrary, any payment obligation extent of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entitiessuch inconsistency.

Interpretation; Absence of Presumption. (a) For the purposes of this Agreement, (i) “to the Knowledge of Seller” shall mean the actual knowledge of the individuals identified in Section 11.2 of the Seller Disclosure Schedule, in each case, after reasonable inquiry, and (ii) “to the Knowledge of IPH” shall mean the actual knowledge of the individuals identified in Section 11.2 of the IPH Disclosure Schedule, in each case, after reasonable inquiry. It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender versa as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” and “hereby,” “hereto,herewith” and derivative or words of similar words import shall, unless otherwise stated, be construed to refer to this entire Agreement as a whole (including the Transitional Services Agreement and all of the Exhibits and Schedules) and not to any particular provision of this Agreement, including and Article, Section, clause, paragraph and Exhibit references are to the Schedules Articles, Sections, clauses, paragraphs and Exhibits heretoto this Agreement unless otherwise specified; (iv) references to “$” or cash shall mean U.S. dollars; (viii) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless the context otherwise requires or unless otherwise specified; (viiv) the word “or” shall not be exclusive; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (vi) any reference to any Law shall include any amendments, modifications, codifications, replacements and reenactments and shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise; (vii) all references to “written” or “in writing” include in electronic formdollar amounts shall be to U.S. Dollars unless otherwise specified; (viii) provisions shall applyany references to any agreement, when appropriatedocument or instrument means such agreement, document or instrument as amended or modified and in effect from time to successive events time in accordance with the terms thereof; and transactions; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening with respect to any Party by virtue of the authorship determination of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before whichtime, within which or following which any act is “from” means “from and including” and “to” means “to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Daybut excluding.” (c) If The parties acknowledge that each party and its counsel have been involved in the Closing preparation of this revised Agreement and the Transitional Services Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall occur, notwithstanding anything be employed in the interpretation of this Agreement or the Transitional Services Agreement. (d) Any disclosure with respect to a Section or schedule of this Agreement, including any Section of the Seller Disclosure Schedule or the IPH Disclosure Schedule, shall be deemed to be disclosed for other Sections and schedules of this Agreement, including any Section of the Seller Disclosure Schedule or IPH Disclosure Schedule, to the contrary, any payment obligation extent that the relevance of Purchasers hereunder shall such disclosure would be reasonably apparent to a joint and several obligation reader of Purchasers and the Transferred Entitiessuch disclosure.

Interpretation; Absence of Presumption. (a) It is understood and agreed The Parties hereto acknowledge that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not materialmaterial or would reasonably be expected to have a Parent Material Adverse Effect, and no Party shall use the fact of the setting of any amount Business Material Adverse Effect or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties Purchaser Material Adverse Effect, as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreementapplicable. (b) For the purposes of this Agreement, : (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms “Article”, “Section”, “paragraph”, Exhibit “Exhibit” and Schedule are references “Schedule” shall be deemed to the Articlesrefer to an article of this Agreement, Sectionsa section of this Agreement, paragraphsa paragraph of this Agreement, Exhibits and Schedules an exhibit to this Agreement and a schedule to this Agreement (including the Disclosure Schedules) unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars, and any amounts that are denominated in a foreign currency shall be deemed to be converted into U.S. dollars at the applicable exchange rate in effect at 9:00 a.m., New York City time (as reported by Bloomberg L.P.) on the date for which such U.S. dollar amount is to be calculated; (v) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including including, without limitation,” unless otherwise specified; (vi) the word “or” shall need not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers Parent and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (x) references to any statute shall be deemed to refer to such statute as amended through the date hereof and to any rules or regulations promulgated thereunder as amended through the date hereof (provided, that, for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (xi) references to any Contract are to that Contract as amended, restated, modified or supplemented from time to time in accordance with the terms hereof and thereof; (xii) a reference to any Person includes such Person’s successors and permitted assigns; (xixiii) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xiixiv) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; (cxv) amounts used in any calculations for purposes of this Agreement may be either positive or negative, it being understood that the addition of a negative number shall mean the subtraction of the absolute value of such negative number and the subtraction of a negative number shall mean the addition of the absolute value of such negative number; (xvi) any document or item will be deemed “delivered”, “provided” or “made available” to Purchaser within the meaning of this Agreement if such document or item is (A) included in the “Helios” electronic data room hosted by Datasite LLC (the “Data Room”) by 8:00 p.m., New York City time on the day that is one (1) Business Day prior to the date of this Agreement. If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the U.S. Transferred EntitiesCompany. In the event of any conflict or inconsistency between the terms of this Agreement and any Ancillary Agreement, this Agreement will control.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, : (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms "hereof," "herein," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits to this Agreement) and not to any particular provision of this Agreement, while Article, Section, paragraphclauses, paragraph and Exhibit and Schedule references are references to the specified Articles, Sections, paragraphs, paragraphs and Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “"including” " and words of similar import when used in this Agreement shall mean “"including without limitation,” " unless the context otherwise requires or unless otherwise specified; (viiv) the word “"or” " shall not be exclusive; (v) all pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require; (vi) "knowledge" shall mean, with respect to the Sellers, the actual knowledge of Xxxxx Xxxx (but solely with respect to United States matters and not with respect to Canadian matters), Xxxxx Xxxxxxxxxx (but solely with respect to Canadian matters and not with respect to United States matters), Xxxx Xxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxxx and, with respect to any member of the Purchaser Group, shall mean the actual knowledge of Xxxxxxxxxxx X. Xxxxxxxx and Xxxxxxx Xxxxxxx; (vii) references "ordinary course of business" shall mean, with respect to “written” or “in writing” include in electronic formany Person, the ordinary course of business of such Person, consistent with past custom and practice and normal day to day operations, including with respect to quantity, frequency and duration; (viii) provisions all references to any period of days shall apply, when appropriate, be deemed to successive events and transactionsbe to the relevant number of calendar days unless otherwise specified; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if whenever payments are to be made or an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act action is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last on a day of such period which is not a Business Day, such payment shall be made or such action shall be taken on or no later than the period next succeeding Business Day; (x) any reference to a statute refers to such statute and all rules, regulations and pronouncements made under it, as it or they may have been or may from time to time be amended, re‑enacted or replaced; (xi) all accounting terms used herein and not expressly defined herein shall end at have the meanings given to them under U.S. GAAP; (xii) all currency is expressed in U.S. dollars unless otherwise denoted; (xiii) solely for purposes of Article II, only information or documentation located and provided in the Xxxxxxx DataSite for "Project JIF" as of the close of business on the next succeeding date that is one (1) Business Day. Day immediately prior to the date hereof shall be deemed "made available" to the Purchaser Group; (cxiv) If the Closing shall occur, notwithstanding anything except as otherwise specifically provided in this Agreement to the contraryAgreement, any payment obligation of Purchasers hereunder agreement or instrument defined or referred to herein means such agreement or instrument as from time to time amended, supplemented or modified, including by waiver or consent and all attachments thereto and instruments incorporated therein; and (xv) each representation, warranty and covenant contained herein shall be a joint and several obligation of Purchasers and the Transferred Entitieshave independent significance.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants and agreements contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Disclosure Letter Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included or not included in the Sellers Disclosure Letter Schedules is or is not material for purposes of this Agreement. . Nothing herein (bfor the avoidance of doubt, including the Disclosure Schedules) shall be deemed an admission by either Party or any of its Affiliates, in any Proceeding, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract or any Law. For the purposes of this Agreement, : (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “"hereof,” “" "herein,” “" "hereby,” “" "hereto,” " and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits heretohereto and the words "date hereof" refer to the date of this Agreement; (ivd) references to “"$” or cash shall " mean U.S. dollars; (ve) the word “"including” " and words of similar import when used in this Agreement shall and the Transaction Documents mean “including "including, without limitation,” " unless otherwise specified; (vif) the word “"or” " shall not be exclusive; (viig) references to “"written” " or “"in writing” " include in electronic form; (viiih) provisions the headings contained in this Agreement and the other Transaction Documents are for reference purposes only and shall apply, when appropriate, to successive events not affect in any way the meaning or interpretation of this Agreement and transactionsthe other Transaction Documents; (ixi) Sellers Seller and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xj) a reference to any Person includes such Person’s 's successors and permitted assigns; (xik) any reference to “"days” shall mean " means calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.;

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) 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”; (viii) references to “written” or “in writing” include in electronic form; (viiiix) provisions shall apply, when appropriate, to successive events and transactions; (ixx) Sellers the headings contained in this Agreement are for reference purposes only and Purchasers shall not affect in any way the meaning or interpretation of this Agreement; (xi) Provider and Recipient have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this Agreement; (xxii) a reference to any Person includes such Person’s successors and permitted assigns; (xixiii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiv) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded excluded; and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (cxv) If the Closing shall occur, notwithstanding anything unless otherwise stated in this Agreement Agreement, references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entitiesterms thereof.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar Dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedules is or is not material for purposes of this Agreement. . Nothing herein (bincluding the Seller Disclosure Schedules) shall be deemed an admission by either Party or any of its Affiliates, in any Proceeding that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “herewith,” “hereto,” or “hereunder” and derivative or similar words refer to this entire AgreementAgreement and not to any particular provision, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.106

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Parent Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not materialmaterial or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect or Purchaser Material Adverse Effect, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Parent Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Parent Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect or Purchaser Material Adverse Effect for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (viv) the word “or” shall not be exclusive; (viivi) references to “written” or “in writing” include in electronic form; (viiivii) provisions shall apply, when appropriate, to successive events and transactions; (ixviii) Sellers and Purchasers the Parties have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto or the parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party of the Parties or any of the parties thereto by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (ix) references to any statute shall be deemed to refer to such statute as amended through the date hereof and to any rules or regulations promulgated thereunder as amended through the date hereof (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof, to the extent such amendment, modification or supplement has been provided to Purchaser on or prior to the date hereof; (xi) a reference to any Person includes such Person’s successors and permitted assigns; (xixii) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day; and (xiv) amounts used in any calculations for purposes of this Agreement may be either positive or negative, it being understood that the addition of a negative number shall mean the subtraction of the absolute value of such negative number and the subtraction of a negative number shall mean the addition of the absolute value of such negative number. In the event of any conflict or inconsistency between the terms of this Agreement and any Ancillary Agreement, this Agreement will control. (c) If Any disclosure with respect to a Section or schedule of this Agreement, including any Section of the Closing Parent Disclosure Schedule or the Purchaser Disclosure Schedule, shall occurbe deemed to be disclosed for other Sections and schedules of this Agreement, notwithstanding anything in including any Section of the Parent Disclosure Schedule or Purchaser Disclosure Schedule, to the extent that the relevance of such disclosure is reasonably apparent on its face. (d) No information or document will be considered to have been “made available” on or prior to the date of this Agreement to Purchaser unless it was provided to Purchaser, its Affiliate or its or its Affiliates agents or representatives no later than 5:00 p.m., New York City time, on the contrarydate of this Agreement, any payment obligation to the electronic dataroom hosted by Parent, a copy of Purchasers hereunder which Parent shall be a joint deliver to Purchaser (subject to “clean team” and several obligation other restrictions and protocols) on one or more digital storage devices promptly following each of Purchasers the date hereof and the Transferred EntitiesClosing, and Parent shall keep such electronic dataroom open and accessible to the Representative and its representatives (subject to “clean team” and other restrictions and protocols) through the earlier of the Closing or the termination of this Agreement.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party hereto shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules in any dispute or controversy between the Parties hereto as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is or is not material for purposes of this Agreement. . Nothing herein (bincluding the Seller Disclosure Schedules and the Purchaser Disclosure Schedules) shall be deemed an admission by either Party hereto or any of its Affiliates, in any Proceeding or action, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract. For the purposes of this Agreement, (ib) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iic) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiid) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ive) references to “Dollars” or “$” or cash shall mean U.S. dollars; (vf) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including without limitation,” unless otherwise specified; (vig) the word “or” shall not be exclusive; (viih) references to “written” or “in writing” include in electronic form; (viiii) provisions the headings contained in this Agreement and the other Transaction Documents are for reference purposes only and shall apply, when appropriate, to successive events not affect in any way the meaning or interpretation of this Agreement and transactionsthe other Transaction Documents; (ixj) Sellers Seller and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties parties hereto or thereto, as applicable, and no presumption or burden of proof shall arise favoring or burdening any Party party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xil) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiim) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedules is or is not material for purposes of this Agreement. . Nothing herein (bfor the avoidance of doubt, including the Seller Disclosure Schedules) shall be deemed an admission by either party or any of its Affiliates, in any Proceeding or Action, that such party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) Sellers the headings contained in this Agreement and Purchasers the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Transaction Documents; (j) Seller and Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xil) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiim) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation . [Remainder of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.page intentionally left blank]

Interpretation; Absence of Presumption. (a) It is understood and agreed The parties hereto acknowledge that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter or Purchaser Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, are or are not in the Ordinary Course of Business or would reasonably be expected to have a Seller Material Adverse Effect, Business Material Adverse Effect or Purchaser Material Adverse Effect, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter or Purchaser Disclosure Letter in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter or Purchaser Disclosure Letter is or is not material material, are or are not in the Ordinary Course of Business, or would reasonably be expected to have a Seller Material Adverse Effect, Business Material Adverse Effect or Purchaser Material Adverse Effect for purposes of this Agreement. (b) For the purposes of this Agreement, : (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement Agreement, unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars, and any amounts that are denominated in a foreign currency shall be deemed to be converted into U.S. dollars at the applicable exchange rate in effect at 9:00 a.m., New York City time (as reported by Bloomberg L.P.) on the date for which such U.S. dollar amount is to be calculated; (v) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall need not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events Seller and transactions; (ix) Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (ix) references to any statute shall be deemed to refer to such statute as amended through the date hereof and to any rules or regulations promulgated thereunder as amended through the date hereof (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (xi) a reference to any Person includes such Person’s successors and assigns permitted assignsby this Agreement; (xixii) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; (cxiv) amounts used in any calculations for purposes of this Agreement may be either positive or negative, it being understood that the addition of a negative number shall mean the subtraction of the absolute value of such negative number and the subtraction of a negative number shall mean the addition of the absolute value of such negative number; and (xv) any document or item will be deemed “delivered”, “provided” or “made available” to Purchaser or Seller, as the case may be, within the meaning of this Agreement if such document or item is (A) included in the “Project Vault” electronic data room (the “Data Room”) or (B) included in the “Project Lock” electronic data room, in each case as of 5:00 p.m. New York City time on the second (2nd) Business Day prior to the date hereof. If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar Dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is or is not material for purposes of this Agreement.. The disclosure of any matter in any section in the Seller Disclosure Schedules or Purchaser Disclosure Schedules shall be deemed to have been disclosed in any other section in (b) For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “Dollars” or “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusivemean “and/or”; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) Sellers the headings contained in this Agreement and Purchasers the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Transaction Documents; (j) U.S. Seller and Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents, and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties parties hereto or thereto, as applicable, and no presumption or burden of proof shall arise favoring or burdening any Party party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.any

Interpretation; Absence of Presumption. (a) It is understood and agreed that the The specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Descartes Disclosure Letter is Schedule or Fermat Disclosure Schedule does not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Descartes Disclosure Letter Schedule or Fermat Disclosure Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Descartes Disclosure Letter Schedule or Fermat Disclosure Schedule is or is not material for purposes of this Agreement. . Any information, item or other disclosure set forth in any section or subsection of the Descartes Disclosure Schedule or Fermat Disclosure Schedule shall be deemed to have been set forth in any other section or subsection thereof, if the relevance of such disclosure to another section or subsection thereof is reasonably apparent on the face of such disclosure. Nothing herein (bfor the avoidance of doubt, including the Descartes Disclosure Schedule or the Fermat Disclosure Schedule) shall be deemed an admission by either party or any of its Affiliates, in any Proceeding or Action, that such party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the other Acquisition 1414958.12A-NYCSR03A - MSW Documents shall mean “including without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) Sellers the headings contained in this Agreement and Purchasers the other Acquisition Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Acquisition Documents; (j) Descartes and Fermat have each participated in the negotiation and drafting of this Agreement and the other Acquisition Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Acquisition Documents shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Acquisition Documents; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xil) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiim) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; (cn) If the Closing shall occurany statute defined or referred to herein means such statute as from time to time amended, notwithstanding anything modified or supplemented, unless otherwise specifically indicated (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date); (o) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the contrarydate set forth in the preamble to this Agreement; (p) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (q) the words “made available to Descartes” or “delivered to Descartes” or words of similar import refer to documents posted to the virtual data room hosted by Intralinks under the title “Project Y” on or prior to the third (3rd) day prior to the date of this Agreement and which remain accessible to Descartes through and including the third (3rd) Business Day following the date of this Agreement; (r) the words “made available to Fermat” or “delivered to Fermat” or words of similar import refer to documents posted to the virtual data room hosted by Intralinks under the title “Project Liberty” on or prior to the third (3rd) day prior to the date of this Agreement and which remain accessible to Fermat through and including the third (3rd) Business Day following the date of this Agreement; (s) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (t) any consent given by any party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such party. In the case of any ambiguity or conflict between the terms and conditions of this Agreement and the terms and conditions contained in Exhibits, Schedules or Acquisition Documents (unless in such Acquisition Document, any payment obligation such conflicting provision is 1414958.12A-NYCSR03A - MSW specifically and expressly agreed by the parties thereto to take precedence for the limited purposes of Purchasers hereunder such Acquisition Document) the terms and conditions of this Agreement shall be a joint and several obligation of Purchasers and the Transferred Entitiestake precedence.

Interpretation; Absence of Presumption. (a) It is understood The table of contents, table of defined terms and agreed that the specification of any dollar amount in the representations and warranties headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement, except to the inclusion of any specific item extent otherwise provided herein or that the context otherwise requires: (i) words used in the Sellers Disclosure Letter is singular include the plural and words in the plural include the singular; (ii) reference to any gender includes the other gender; (iii) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (iv) the words "herein," "hereof," "hereto," "hereunder" and words of similar import shall be deemed references to this Agreement as a whole and not intended to imply that any particular Section or other provision hereof; (v) reference to any Article, Section, Exhibit or Schedule shall mean such amounts Article or higher or lower amountsSection of, or such items so included Exhibit or other itemsSchedule to, are or are not materialthis Agreement, as the case may be, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter references in any dispute Section or controversy between definition to any clause means such clause of such Section or definition; (vi) reference to any Applicable Law shall mean such Applicable Law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the Parties as time of determining compliance or applicability; and (vii) references to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement"$" and "Canadian dollars" are to Canadian currency. (b) For Each party acknowledges and agrees that the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers parties have each participated jointly in the negotiation and drafting of this Agreement and if Agreement. In the event that an ambiguity or a question of intent or interpretation should arisearises, this Agreement shall be construed as if drafted jointly by the Parties hereto parties, and no presumption or burden of proof shall arise favoring or burdening disfavoring any Party party by virtue of the authorship of any provision of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not materialmaterial or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect or Purchaser Material Adverse Effect, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule or Purchaser Disclosure Schedule is or is not material or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect or Purchaser Material Adverse Effect for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit clause and Schedule are references to the Articles, Sections, paragraphsparagraphs and clauses of, Exhibits and or Schedules to to, this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules hereto, and Exhibits heretoreferences to the “date hereof” shall mean the date of this Agreement; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic formform (including e-mail, except in the case of any notice of breach or alleged breach); (viii) provisions shall apply, when appropriate, to successive events Seller and transactions; (ix) Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this Agreement; (ix) references to any statute shall be deemed to refer to such statute as amended through the date hereof and to any rules or regulations promulgated thereunder as amended through the date hereof (provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time subject to and in accordance with the terms hereof and thereof; (xi) a reference to any Person includes such Person’s successors and permitted assigns; (xixii) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; (cxiv) to the extent that this Agreement requires an Affiliate or Subsidiary of any party to take or omit to take any action, such covenant or agreement includes the obligation of such party to cause such Affiliate or Subsidiary to take or omit to take such action; (xv) “ordinary course” and “ordinary course of business” with respect to either party shall take into account the commercially reasonable actions taken by such party and its Affiliates in response to COVID-19 and the COVID-19 Measures; and (xvi) amounts used in any calculations for purposes of this Agreement may be either positive or negative, it being understood that the addition of a negative number shall mean the subtraction of the absolute value of such negative number and the subtraction of a negative number shall mean the addition of the absolute value of such negative number. If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment or indemnity obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the Transferred EntitiesEntities until the earlier of (a) the date on which all Continuing Support Obligations have either (i) been replaced in accordance with Section 5.9 or (ii) expired in accordance with their respective terms or otherwise has been terminated, cancelled or extinguished (whether by return of the applicable Seller Guarantee, confirmation by the beneficiary thereof of such termination, cancellation or extinguishment or otherwise) and (b) the date as of which Purchaser shall have provided, or caused an Affiliate to provide, a Backstop Letter of Credit to Seller with respect to each Continuing Support Obligation that remains in effect on the three (3) month anniversary of the applicable Closing (provided, that such Backstop Letter of Credit remains in effect until such Continuing Support Obligation has been replaced in accordance with Section 5.9). Any reference in this Agreement to a specified date shall mean 5:00 p.m. (New York City time) on such date, unless another time is specified.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no neither Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, : (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” and “hereby,” “hereto,herewith” and derivative or words of similar words import shall, unless otherwise stated, be construed to refer to this entire Agreement, Agreement as a whole (including all of the Schedules and Exhibits heretoto this Agreement) and not to any particular provision of this Agreement, while Article, Section, clauses, paragraph and Exhibit references are to the specified Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified; (iv) references to “$” or cash shall mean U.S. dollars; (viii) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless the context otherwise specifiedrequires or unless otherwise specified and the term “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”; (viiv) the word “or” shall not be exclusive; (v) all pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require; (vi) “knowledge” shall mean, with respect to Seller, the actual knowledge of the individuals set forth in Section 1.3(a) of the Seller Disclosure Schedule and such knowledge as those individuals would reasonably be expected to have if they had made due and reasonable inquiry and, with respect to Purchaser, shall mean the actual knowledge of the individuals set forth in Section 1.3(a) of Purchaser Disclosure Schedule; (vii) references “ordinary course of business” shall mean, with respect to “written” or “in writing” include in electronic formany Person, the ordinary course of business of such Person, consistent with past custom and practice and normal day-to-day operations, including with respect to quantity, frequency and duration; (viii) provisions all references to any period of days shall apply, when appropriate, be deemed to successive events and transactionsbe to the relevant number of calendar days unless otherwise specified; (ix) Sellers if any action is to be taken or given on or by a particular calendar day, and Purchasers have each participated in such calendar day is not a Business Day, then such action may be deferred until the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreementnext Business Day; (x) a reference references to any Person includes documents or other materials “provided” or “made available” to Purchaser or similar phrases shall mean that such Person’s successors documents or other materials were present (and permitted assignsavailable for viewing by Purchaser and its Representatives) in the online data room hosted by Rxxx Xxxxx LLP (the “Data Room”) prior to the Business Day preceding the date of this Agreement; (xi) any reference to “days” a statute refers to such statute and all rules, regulations and pronouncements made under it, as it or they may have been or may from time to time be amended, re-enacted or replaced; (xii) all accounting terms used herein and not expressly defined herein shall mean calendar days unless Business Days are expressly specifiedhave the meanings given to them under IFRS; (xiii) each reference to a Law, statute, regulation or other government rule is to it as amended from time to time and to all rules and regulations promulgated thereunder and, as applicable, is to corresponding provisions of successor Laws, statutes or other government rules; and (xiixiv) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to except as otherwise specifically provided in this Agreement, the date that is the reference date in calculating any agreement or instrument defined or referred to herein means such period shall be excluded agreement or instrument as from time to time amended, supplemented or modified, including by waiver or consent and if the last day of such period is not a Business Dayall attachments thereto and instruments incorporated therein. Unless otherwise expressly indicated, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything all dollar amounts referred to in this Agreement to (and the contraryAncillary Agreements) are in U.S. Dollars, any payment obligation of Purchasers hereunder and all amounts owing under this Agreement and such other documents shall be a joint and several obligation of Purchasers and the Transferred Entitiespaid in U.S. Dollars.

Interpretation; Absence of Presumption. (a) For purposes of this Agreement, (i) "to the knowledge of ACL" shall mean the actual knowledge of Michxxx X. Xxxxx, Xxchxxx X. Xxxxxx, Xxitx X. Xxxxx xx Susax X. Xxxxxx xxxer due inquiry and "to the knowledge of any Vectura Party" shall mean to the actual knowledge of Davix Xxxxxxxx, XXI, John X. Xxxxxxxxx, Xxmixxx X. Xxxona or Robexx X. X'Xxxx xxxer due inquiry or to the actual knowledge of Davix X. Xxxxxx xx Richxxx X. Xxxxxxxx, Xx., (xi) 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, (iii) the terms "hereof," "herein," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph and Schedule references are to the Articles, Sections, paragraphs, Schedules and Exhibits to this Agreement unless otherwise specified, (iv) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless the context otherwise requires or unless otherwise specified, (v) the word "or" shall not be exclusive and (vi) provisions shall apply, when appropriate, to successive events and transactions. (b) For purposes of this Agreement, "material adverse change" or "material adverse effect," with respect to any person, means any change or effect that either individually or in the aggregate with all other such changes or effects is materially adverse to the business, operations, properties or assets of such person (excluding the assets and liabilities of such person which will not be transferred to or become part of ACL Holdings or its Subsidiary in the Recapitalization Transactions), but excluding any such change or effect resulting directly and primarily from (i) any change, effect, event or occurrence relating to the United States economy generally or to such person's industries generally which change, effect, event or occurrence does not or would not reasonably be expected to have a materially disproportionate effect on such person relative to other persons in the same industries or (ii) the announcement or consummation of the transactions contemplated hereby; and the terms "material" and "materially" shall have correlative meanings. (c) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. (d) It is understood and agreed that neither the specification of any dollar amount in the representations and warranties contained in this Agreement or nor the inclusion of any specific item in the Sellers Disclosure Letter Schedules or Exhibits to this Agreement is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no neither Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Disclosure Letter Schedules or Exhibits to this Agreement in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreementhereof. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed The Parties acknowledge that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not materialmaterial or would reasonably be expected to have a Seller Material Adverse Effect, Business Material Adverse Effect or Purchaser Material Adverse Effect, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedule is or is not material or would reasonably be expected to have a Seller Material Adverse Effect, Business Material Adverse Effect or Purchaser Material Adverse Effect for purposes of this Agreement. Any item of information, matter or document disclosed or referenced in, or attached to, the Schedules hereto shall not be deemed or interpreted to expand the scope of any representations and warranties, obligations, covenants, conditions or agreements contained herein. Any reference herein to the Seller Disclosure Schedule shall be deemed to include updates thereto pursuant to Section 6.16. (b) For the purposes of this Agreement, : (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars, and any amounts that are denominated in a foreign currency shall be deemed to be converted into U.S. dollars at the applicable exchange rate in effect at 9:00 a.m., New York City time (as reported by Bloomberg L.P.) on the date for which such U.S. dollar amount is to be calculated; (v) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall need not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers the Sellers, on the one hand, and Purchasers Purchaser, on the other hand, have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (x) references to any statute shall be deemed to refer to such statute as amended through the date hereof and to any rules or regulations promulgated thereunder as amended through the date hereof (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (xi) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (xii) a reference to any Person includes such Person’s successors and permitted assigns; (xixiii) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xiixiv) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. ; (cxv) amounts used in any calculations for purposes of this Agreement may be either positive or negative, it being understood that the addition of a negative number shall mean the subtraction of the absolute value of such negative number and the subtraction of a negative number shall mean the addition of the absolute value of such negative number; (xvi) any document or item will be deemed “delivered”, “provided” or “made available” to Purchaser within the meaning of this Agreement if such document or item is, subject to Section 6.3(d), (A) included in the “Project Oasis” electronic data room hosted by Intralinks, Inc. (the “Data Room”) as of 5:00 p.m. New York City time at least one (1) Business Days prior to the date hereof or, (B) actually delivered or provided to Purchaser or any of Purchaser’s Representatives (including by email) or (C) made available upon request, including at the offices of the Sellers, the Transferred Entities or any other member of the Parent Group. If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, following the Closing any payment obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the Transferred Entities. Any reference in this Agreement to a specified date shall mean 9:00 a.m. New York City time on such date (unless another time is specified). In the event of any conflict or inconsistency between the terms of this Agreement and any Ancillary Agreement, this Agreement will control.

Interpretation; Absence of Presumption. (a) It is understood 10.10.1 The defined terms and agreed that the specification of any dollar amount in the representations and warranties headings contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is are for reference purposes only and will not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter affect in any dispute way the meaning or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes interpretation of this Agreement. (b) For the purposes of . In this Agreement, except to the extent otherwise provided herein or that the context otherwise requires: (i) words used in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to in the plural include the other gender as the context requiressingular; (ii) references reference to any gender includes the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specifiedother gender; (iii) the terms words “include”, “includes” and “including” will be deemed to be followed by the words “without limitation”;(iii) the words “herein”, “hereof,” “herein,” “hereby,” ”, “hereto,”, “hereunder” and derivative or words of similar words refer import will be deemed references to this entire Agreement as a whole and not to any particular Section or other provision hereof; (v) reference to any Article, Section, Exhibit or Schedule will mean such Article or Section of, or such Exhibit or Schedule to, this Agreement, including as the Schedules case may be, and Exhibits heretoreferences in any Section or definition to any clause means such clause of such Section or definition; (ivvi) reference to any Applicable Laws will mean such Applicable Laws (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability; and (vii) references to “$” and “CDN” are to the lawful currency of Canada. Whenever the last day for the exercise of any privilege or cash shall mean U.S. dollars; (v) the word “including” discharge or any duty hereunder will fall upon a day that is not a Business Day, the Party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding day which is a Business Day. 10.10.2 Each Party acknowledges and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) agrees that the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers Parties have each participated jointly in the negotiation and drafting of this Agreement and if Agreement. In the event that an ambiguity or a question of intent or interpretation should arisearises, this Agreement shall will be construed as if drafted jointly by the Parties hereto Parties, and no presumption or burden of proof shall will arise favoring favouring or burdening disfavouring any Party by virtue of the authorship of any provision of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If 10.10.3 In the Closing shall occur, notwithstanding anything event of any inconsistency between the statements in this Agreement and statements in the Innovations Disclosure Schedule, the Wolverine Disclosure Schedule or the other schedules referred to herein, the statements in this Agreement will control and the statements in the Innovations Disclosure Schedule, the Wolverine Disclosure Schedule and the other schedules referred to herein will be disregarded to the contrary, any payment obligation extent of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entitiessuch inconsistency.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, paragraph and Exhibit and Schedule are references to the Articles, Sections, paragraphs, paragraphs and Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (viv) the word “or” shall not be deemed to be exclusive; (viivi) references to “written” or “in writing” include in electronic form; (viiivii) provisions shall apply, when appropriate, to successive events and transactions; (ixviii) Sellers the Company and Purchasers the Investor have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this Agreement; (ix) references to any contract are to that contract as amended, modified or supplemented from time to time in accordance with the terms thereof; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; specified and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, hereof: (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (viiv) the word “or”, “any” or “either” shall not be exclusive; (vii) references . References to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, a Person are also to successive events its permitted assigns and transactions; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when successors. When calculating the period of time before between which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end at the close of business on the next succeeding Business Day). Unless otherwise expressly provided herein, any statute or law defined or referred to herein means such statute or law as from time to time amended, modified or supplemented, including by succession of comparable successor statutes. (cb) If the Closing shall occur, notwithstanding anything in With regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the contraryterms hereof, the Parties understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any payment obligation time the Parties desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration will be given to the issue of Purchasers hereunder shall which Party actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto. Each Party agrees that this Agreement has been purposefully drawn and correctly reflects its understanding of the transactions contemplated by this Agreement and, therefore, waives the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be a joint and several obligation of Purchasers and construed against the Transferred EntitiesParty drafting such agreement or document.

Interpretation; Absence of Presumption. In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) It when a reference is understood and agreed that the specification of any dollar amount in the representations and warranties contained made in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter to a Section, such reference is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes a Section of this Agreement.; (b) For the headings preceding the text of Sections included herein are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiid) the terms word “or” is not exclusive and is deemed to have the meaning “and/or”; (e) the words “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “includinghereunder” and words of similar import import, when used in this Agreement, refer to this Agreement shall mean “including without limitation,” as a whole and not to any particular provision of this Agreement; (f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise specified; defined therein; (vi) the word “or” shall not be exclusive; (viig) references to “writtenday” or “days” are to calendar days; (h) the definitions contained in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question are applicable to the singular as well as the plural forms of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; such terms; (xi) references to a reference Person are also to any Person includes such Person’s its successors and permitted assigns; ; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xiij) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if excluded. If the last day of such period is not a Business Day, the period shall in question shall, if applicable, end at the close of business on the next succeeding Business Day.; and (ck) If the Closing shall occur, notwithstanding anything in with regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the contraryterms hereof, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any payment obligation time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration will be given to the issue of Purchasers hereunder shall be a joint and several obligation which party hereto actually prepared, drafted or requested any term or condition of Purchasers and the Transferred Entitiesthis Agreement or any agreement or instrument subject hereto.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, hereof: (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are references to the Articles, Sections, paragraphs, Exhibits Exhibits, and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including including, without limitation,” unless the context otherwise requires or unless otherwise specified; (viiv) the word “or”, “any” or “either” shall not be exclusive; and (viiv) references to the word “writtenextent” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated in the negotiation phrase “to the extent” means the degree to which a subject or other thing extends, and drafting of this Agreement does not simply mean “if.” References to a Person are also to its permitted assigns and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when successors. When calculating the period of time before between which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, otherwise required by applicable law, if the last day of such period is not a Business Day, the period in question shall end at the close of business on the next succeeding Business Day. (c) If ). When used in this Agreement, references to “$” or “Dollars” are references to U.S. dollars. The meaning assigned to each capitalized term defined and used in this Agreement is equally applicable to both the Closing shall occursingular and the plural forms of such term, notwithstanding anything and words denoting any gender include all genders. Where a word or phrase is defined in this Agreement, each of its other grammatical forms has a corresponding meaning. When reference is made to any party to this Agreement or any other agreement or document, such reference includes such party’s successors and permitted assigns. References to any Person include the successors and permitted assigns of that Person. Unless the context otherwise requires, all references in this Agreement to the contrarySubsidiaries of a Person will be deemed to include all direct and indirect Subsidiaries of such entity. The measure of a period of one month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date. If no corresponding date exists, any payment obligation then the end date of Purchasers hereunder such period being measured will be the next actual date of the following month or year (for example, one month following May 18 is June 18 and one month following May 31 is July 1). The phrase “made available” with respect to documents shall be deemed to include any documents (x) filed with or furnished to the SEC or (y) provided in a joint virtual “data room” established by the Company in connection with the transactions contemplated hereby, in the case of each of clauses (x) and several obligation (y), at least one (1) Business Day prior to the date hereof. The phrase “ordinary course of Purchasers business” shall be deemed to be followed by the words “consistent with past practice in all material respects” and shall refer to an action taken by a person that is consistent in all material respects in nature, scope and magnitude with the Transferred Entitiespast practices of such person and is taken in the ordinary course of the normal operations of such person. All accounting terms used and not defined herein shall have the respective meanings given to them under GAAP. (b) With regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the terms hereof, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration will be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreementhereof, (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; , (ii) references to the terms "hereof," "herein," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are references to the Articles, Sections, paragraphs, Exhibits Exhibits, and Schedules to this Agreement unless otherwise specified; , (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “"including” " and words of similar import when used in this Agreement shall mean “including "including, without limitation,” " unless the context otherwise requires or unless otherwise specified; , (viiv) the word “"or” " shall not be exclusive; , and (vii) references to “written” or “in writing” include in electronic form; (viiiv) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated . Items or information may be disclosed in the negotiation Schedules hereto which the Company or the Shareholders are not required to disclose under the Agreement; disclosure of such items or information shall not affect (directly or indirectly) the interpretation of the Agreement or the scope of the disclosure obligation under the Agreement. In addition, inclusion of such information herein shall not be construed as an admission that such information is "material" for any purpose. (b) With regard to each and drafting every term and condition of this Agreement and any and all agreements and instruments subject to the terms hereof, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if an ambiguity at any time the parties hereto desire or question are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of interpretation should arisewhich party hereto actually prepared, drafted or requested any term or condition of this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring any agreement or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Dayinstrument subject hereto. (c) If Information provided in any one Schedule provided pursuant to Article II shall suffice, without repetition or cross-reference, as a disclosure of such information in any other Schedule provided or to be provided pursuant to Article II if the Closing shall occur, notwithstanding anything disclosure in this Agreement the first such Schedule is sufficient on its face without further inquiry to reasonably inform Parent and Purchaser of the contrary, any payment obligation of Purchasers hereunder shall information required to be disclosed in such other such Schedule in order to avoid a joint and several obligation of Purchasers and breach under the Transferred EntitiesAgreement.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” ”, “herein,” ”, “hereby,” ”, “hereto,” ”, and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” ”, unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) 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”; (h) references to “written” or “in writing” include in electronic form; (viiii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (xj) a reference to any Person includes such Person’s successors and permitted assigns; (xik) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiil) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded excluded; (m) unless otherwise stated in this Agreement, references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms thereof; and (n) references to any applicable Law shall be deemed to refer to such applicable Law as amended from time to time and to any rules or regulations promulgated thereunder. Each representation, warranty, covenant and agreement herein will have independent significance, and if any party hereto has breached any representation, warranty, covenant or agreement herein in any respect, the last day fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) that such party has not breached will not detract from or mitigate the fact that such Party is in breach of such period is not a Business Dayfirst representation, the period shall end at the close of business on the next succeeding Business Daywarranty, covenant or agreement. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Cobia Disclosure Letter Schedule or Swordfish Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Cobia Disclosure Letter Schedule or Swordfish Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Cobia Disclosure Letter Schedule or Swordfish Disclosure Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollarsdollars and references to “EUR” shall mean Euros; (v) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) 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”; (viii) references to “written” or “in writing” include in electronic form; (viiiix) provisions shall apply, when appropriate, to successive events and transactions; (ixx) Sellers Cobia and Purchasers Swordfish have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any either Party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (xxi) a reference to any Person includes such Person’s successors and permitted assigns; (xixii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. excluded; (cxiv) If the Closing shall occur, notwithstanding anything unless otherwise stated in this Agreement Agreement, references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms thereof; and (xv) any references to the contrarytransactions contemplated by this Agreement shall include the Reorganization Transactions, and any payment obligation of Purchasers hereunder references to this Agreement shall be a joint and several obligation of Purchasers and include the Transferred EntitiesTransaction Steps Schedule.

Interpretation; Absence of Presumption. (a) For the purposes hereof, (i) "to the knowledge of Standard Owners and the Standard Companies" shall mean the actual knowledge of the persons listed on Schedule 13.9S after reasonable inquiry and "to the actual knowledge of Standard Owners and the Standard Companies" shall mean the same but without any obligation of inquiry and "to the knowledge of APCOA" shall have a correlative meaning as to the persons listed on Schedule 13.9A, (ii) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (iii) the terms "hereof," "herein," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph and Schedule and Exhibit references are to the Articles, Sections, paragraphs, Schedules and Exhibits to this Agreement unless otherwise specified, (iv) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless the context otherwise requires or unless otherwise specified, (v) the word "or" shall not be exclusive, and (vi) provisions shall apply, when appropriate, to successive events and transactions. (b) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. (c) It is understood and agreed that neither the specification of any dollar amount in the representations and warranties contained in this Agreement or nor the inclusion of any specific item in the Sellers Disclosure Letter Schedules to this Agreement is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no neither Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Disclosure Letter Schedules to this Agreement in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreementhereof. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood 11.10.1 The defined terms and agreed that the specification of any dollar amount in the representations and warranties headings contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is are for reference purposes only and will not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter affect in any dispute way the meaning or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes interpretation of this Agreement. (b) For the purposes of . In this Agreement, except to the extent otherwise provided herein or that the context otherwise requires: (i) words used in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to in the plural include the other gender as the context requiressingular; (ii) references reference to any gender includes the terms Article, Section, paragraph, Exhibit other gender and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specifiedneuter; (iii) the terms words “hereof,” include”, “herein,” “hereby,” “hereto,includes” and derivative or similar “including” will be deemed to be followed by the words refer to this entire Agreement, including the Schedules and Exhibits hereto“without limitation”; (iv) the words “herein”, “hereof”, “hereto”, “hereunder” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof; (v) reference to any Article, Section, Exhibit or Schedule will mean such Article or Section of, or such Exhibit or Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition; (vi) reference to any Applicable Laws will mean such Applicable Laws (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability; and (vii) references to “$” or cash shall mean U.S. dollars; (v) are to the word “including” and words lawful currency of similar import when used in this Agreement shall mean “including without limitation,” the United States unless otherwise specified; (vi) stated. Whenever the word “or” shall last day for the exercise of any privilege or the discharge or any duty hereunder will fall upon a day that is not be exclusive; (vii) references to “written” a Business Day, the Party having such privilege or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events duty may exercise such privilege or discharge such duty on the next succeeding day which is a Business Day. 11.10.2 Each Party acknowledges and transactions; (ix) Sellers and Purchasers agrees that the Parties have each participated jointly in the negotiation and drafting of this Agreement and if Agreement. In the event that an ambiguity or a question of intent or interpretation should arisearises, this Agreement shall will be construed as if drafted jointly by the Parties hereto Parties, and no presumption or burden of proof shall will arise favoring or burdening disfavoring any Party by virtue of the authorship of any provision of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If 11.10.3 In the Closing shall occur, notwithstanding anything event of any inconsistency between the statements in this Agreement or the other schedules referred to herein, the statements in this Agreement will control and the other schedules referred to herein will be disregarded to the contrary, any payment obligation extent of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entitiessuch inconsistency.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreementhereof, unless the context requires otherwise: (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” and “hereby,” “hereto,herewith” and derivative or words of similar words import shall, unless otherwise stated, be construed to refer to this entire Agreement as a whole (including all of the Schedules, Exhibits and the Company Disclosure Letter) and not to any particular provision of this Agreement, including and Article, Section, paragraph, recital, Exhibit and Schedule references are to the Articles, Sections, paragraphs, recitals, Exhibits, and Schedules and Exhibits heretoof this Agreement unless otherwise specified; (iv) references to “$” or cash shall mean U.S. dollars; (viii) the word “including” and words of similar import when used in this Agreement shall mean “including including, without limitation,” unless the context otherwise requires or unless otherwise specified; (viiv) the word “or” shall not be exclusive; (v) the terms “Dollars” and “$” shall mean U.S. dollars; (vi) references to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, that nothing contained in this Section 7.12(a) is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; (vii) references herein to “written” a Person in a particular capacity or “capacities shall exclude such Person in writing” include in electronic formany other capacity; (viii) provisions shall applywith respect to determination of any period of time, when appropriate, the word “from” means “from and including” and the words “to” and “until” each means “to successive events and transactionsbut excluding”; (ix) Sellers and Purchasers have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement references to any Law shall be construed deemed to refer to such Law as if drafted jointly by the Parties hereto amended, modified, codified, reenacted, supplemented or superseded in whole or in part and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreementeffect from time to time, and also to all rules and regulations promulgated thereunder; (x) a reference references herein to any Person includes such Person’s successors “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 permitted assigns; delivery of this Agreement”, and (xi) any reference to the word “dayshereby,” shall mean calendar days unless Business Days are expressly specified; and (xii) or the term “contemplated hereby,” when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything used in this Agreement and/or the Investor Rights Agreement, shall refer to this Agreement and/or the contraryInvestor Rights Agreement, as the case may be, only, and not to any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entitiesother Related Agreement.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party neither party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Disclosure Letter Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; , (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” and “hereby,” “hereto,herewith” and derivative or words of similar words import shall, unless otherwise stated, be construed to refer to this entire Agreement as a whole (including all of the Exhibits to this Agreement) and not to any particular provision of this Agreement, including and Article, Section, paragraph and Exhibit references are to the Schedules Articles, Sections, paragraphs and Exhibits hereto; to this Agreement unless otherwise specified, (iv) references to “$” or cash shall mean U.S. dollars; (viii) the word “including” and words of similar import when used in this Agreement shall mean “including including, without limitation,” unless otherwise specified; (viiv) the word “or” shall not be exclusive; , (viiv) all pronouns and any variations thereof refer to the masculine, feminine or neuter, single or plural, as the context may require, and (vi) all references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each participated in the negotiation and drafting any period of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement days shall be construed as if drafted jointly by deemed to be to the Parties hereto and no presumption or burden relevant number of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly otherwise specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this This Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and construed without regard to any presumption or rule requiring construction or interpretation against the Transferred Entitiesparty drafting or causing any instrument to be drafted.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be are held to include the plural and vice versa, and words of one gender shall be are held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule Disclosure Schedules are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean means U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or,” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each of the Parties has participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean means calendar days unless Business Days are is expressly US-DOCS\131312541.20 specified; and (xiixi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end ends at the close of business on the next succeeding Business Day, (xii) any document, list or other item is deemed to have been “made available” to Buyer for all purposes of this Agreement only if such document, list or other item was posted at least two Business Days prior to the date hereof (and not removed on or prior to the Closing) in the electronic data room established by the Company in connection with the transactions contemplated by this Agreement, and (xiii) the words “in the ordinary course of business” mean “in the ordinary course of business, consistent with past practice” (including, for the avoidance of doubt, recent past practice in light of COVID-19); provided, that any action taken, or omitted to be taken, in compliance with any COVID-19 Measures shall be deemed to be in the ordinary course of business. (cb) If the Closing shall occur, notwithstanding anything The Section and Article headings contained in this Agreement to are inserted for convenience of reference only and will not affect the contrary, any payment obligation meaning or interpretation of Purchasers hereunder this Agreement. Each provision of this agreement shall be a joint and several obligation of Purchasers and the Transferred Entitiesgiven independent significance.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar monetary amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers either Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not materialmaterial or would reasonably be expected to have a Material Adverse Effect, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers either Disclosure Letter Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers either Disclosure Letter Schedule is or is not material or would reasonably be expected to have a Material Adverse Effect for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to (A) “$” or cash shall mean U.S. dollars, (B) “AUD$” mean Australian dollars; (C) “£” mean the United Kingdom pound sterling and (D) “€” mean the European Union Euro; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it, unless otherwise specified; (vi) the word “or” shall not be deemed to be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each Party has participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) references to any statute shall be deemed to refer to such statute as amended through the date hereofEffective Date and to any rules or regulations promulgated thereunder as amended through the date hereofEffective Date (provided, that for purposes of any warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (xi) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (xii) a reference to any Person includes such Person’s successors and permitted assignsassignees; (xixiii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiv) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, (A) the date that is the reference date in calculating such period shall be excluded excluded, (B) each day shall be deemed to end at 11:59 p.m., London, United Kingdom time on the applicable day, (C) each Business Day shall be deemed to end at 5:00 p.m., London, United Kingdom time on the applicable day and (D) if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. , (cxv) any documents which have been posted to the Data Room to which Purchaser has access prior to the date of this AgreementEffective Date shall be deemed to have been “delivered,” “provided,” or “made available” (or any phrase of similar import) to Purchaser; (xvi) any reference in this Agreement to the Olympus Sellers’ Representatives is a reference to them solely in their capacity as representatives for the Olympus Sellers and any actions by or rights accruing to the Olympus Sellers’ Representatives under this Agreement are undertaken by them or accrue to them as representatives for and on behalf of the Olympus Sellers and not in their personal capacity; and (xvii) any Law referred to herein means such Law as from time to time amended, modified or supplemented. If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, from and after the Closing any payment obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the Transferred Entities.Everest, Olympus and their respective Subsidiaries. 155

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is or is not material for purposes of this Agreement. . Nothing in this Agreement (bincluding the Seller Disclosure Schedules or the Purchaser Disclosure Schedules) shall be deemed an admission by either Party or any of its Affiliates, in any Proceeding, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract or Law. For the purposes of this Agreement, : (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “$” or cash shall mean U.S. Canadian dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including without limitation,” unless otherwise specified; (vif) the word “or” shall need not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions the headings contained in this Agreement and the other Transaction Documents are for reference purposes only and shall apply, when appropriate, to successive events not affect in any way the meaning or interpretation of this Agreement and transactionsthe other Transaction Documents; (ixi) Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto or the parties thereto, as applicable, and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xj) a reference to any Person includes such Person’s successors and permitted assigns; (xik) where used with respect to information, the phrases “delivered” or “made available” means that the information referred to has been physically or electronically delivered to the relevant parties or their respective Representatives, including, in the case of “made available” to Purchaser, material that has been made available in the “data room” (virtual or otherwise) established by Sellers, or otherwise, or has been publicly disclosed or filed by a party with the SEC or CSA and publicly available on XXXXX or SEDAR, as applicable, prior to the date of this Agreement (or the Closing Date, in the case of information required to be delivered or made available prior to the Closing Date); (l) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; (m) the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not merely mean “if”; and (xiin) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) For the purposes of this Agreement, "to the knowledge of Seller" shall mean the actual knowledge, without independent investigation, of the employees identified in Section 1.3 of the Seller Disclosure Schedule. It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party neither party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement herein or included in the Sellers Seller Disclosure Letter Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreementhereof, (i) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; , (ii) references to the terms "hereof," "herein," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Exhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, paragraph and Exhibit and Schedule references are references to the Articles, Sections, paragraphs, paragraphs and Exhibits and Schedules to this Agreement unless otherwise specified; , (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “"including” " and words of similar import when used in this Agreement shall mean “"including without limitation,” " unless the context otherwise requires or unless otherwise specified; , (viiv) the word “"or” " shall not be exclusive; , (vii) references to “written” or “in writing” include in electronic form; (viiiv) provisions shall apply, when appropriate, to successive events and transactions; , (ixvi) Sellers all pronouns and Purchasers have each participated in any variations thereof refer to the negotiation masculine, feminine or neuter, single or plural, as the context may require and drafting (vii) all references to any period of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement days shall be construed as if drafted jointly by deemed to be to the Parties hereto and no presumption or burden relevant number of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly otherwise specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this This Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and construed without regard to any presumption or rule requiring construction or interpretation against the Transferred Entitiesparty drafting or causing any instrument to be drafted.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, paragraph and Exhibit and Schedule are references to the Articles, Sections, paragraphs, paragraphs and Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “"hereof,” “" "herein,” “" "hereby,” “" "hereto,” " and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “"including” " and words of similar import when used in this Agreement shall mean “"including without limitation,” " unless otherwise specified; (viv) the word “"or” " shall not be deemed to be exclusive; (viivi) references to “"written” " or “"in writing” " include in electronic form; (viiivii) provisions shall apply, when appropriate, to successive events and transactions; (ixviii) Sellers the Company and Purchasers the Investor have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this Agreement; (ix) references to any contract are to that contract as amended, modified or supplemented from time to time in accordance with the terms thereof; (x) a reference to any Person includes such Person’s 's successors and permitted assigns; (xi) any reference to “"days” " shall mean calendar days unless Business Days are expressly specified; specified and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.. [signature page follows] 16

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, : (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, Disclosure Letter, paragraph, Exhibit and Schedule are references to the Articles, Sections, Disclosure Letter, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement and the Ancillary Agreements shall mean “including without limitation,” unless otherwise specified”; (vi) the word “or” shall not be exclusiveexclusive and have the meaning represented by the term “and/or”; (vii) references to “written” or “in writing” include communications in electronic form; (viii) provisions references to particular statute, code, or law shall apply, when appropriate, to successive events and transactionsstatutes, codes, or laws; (ix) Sellers and Purchasers Purchaser have each participated in the negotiation and drafting of this Agreement and the Ancillary Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the Ancillary Agreements shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the Ancillary Agreements; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; (xi) the phrase “to the extent” shall mean the degree to which the subject matter thereof extends and such phrase shall not mean “if”; (xii) reference to “default under”, “violation of” or other expression of similar import shall be deemed to be followed by the phrase “with or without notice or lapse of time, or both”; (xiii) unless the context otherwise requires, reference to a “party” shall mean a party to this Agreement; (xiv) any reference herein to “assets of the Business”, “the Business’ assets” or other phrase of similar import shall include, without limitation, all of the Transferred Assets; and (xiixv) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) . If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the Transferred EntitiesAcquired Subsidiaries.

Interpretation; Absence of Presumption. (a) It is understood The table of contents and agreed that the specification of any dollar amount in the representations section and warranties other headings and subheadings contained in this Agreement or and the inclusion exhibits hereto are solely for the purpose of any specific item in the Sellers Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or such items so included or other itemsreference, are or are not materialpart of the agreement of the Parties, and no Party shall use the fact of the setting of any amount or the fact of the inclusion of any item in the Sellers Disclosure Letter not in any dispute way affect the meaning or controversy between interpretation of this Agreement or any exhibit hereto. Whenever required by the Parties as to whether context, any obligation, item or matter not described pronoun used in this Agreement shall include the corresponding masculine, feminine or included in the Sellers Disclosure Letter is or is not material for purposes of this Agreement. (b) For the purposes of this Agreementneuter forms, (i) words in and the singular form of nouns, pronouns and verbs shall be held to include the plural and vice versa. If a word or phrase is defined, its other grammatical forms have a corresponding meaning and words a defined term has its defined meaning throughout this Agreement and each Exhibit or schedule to this Agreement, regardless of one gender whether it appears before or after the place where it is defined. Unless otherwise specified, all references to days or months shall be held deemed references to include calendar days or months. Whenever required by the other gender as context, references to a Fiscal Year shall refer to a portion thereof. All references to “$” shall be deemed references to U.S. dollars. Unless the context otherwise requires; (ii) references , any reference to the terms Articlea “Section,” “Exhibit” or “Schedule” shall be deemed to refer to a section of this Agreement, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules exhibit to this Agreement unless otherwise specified; (iii) the terms or a schedule to this Agreement, as applicable. The words “hereof,” “herein,” “herebyhereto,” “hereto,hereby” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “includinghereunder” and words of similar import when used in 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 including, without limitation.” The words “shall” and “will” have equal meaning, force and effect and connote an obligation and an imperative, rather than a futurity. 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; provided that the foregoing shall not apply in respect of the Disclosure Schedules except to the extent made available to Investor. Reference to any law or regulation means such law or regulation as amended or otherwise modified from time to time, and reference to particular provisions of any law or regulation include a reference to the corresponding provisions of any succeeding law or regulation promulgated thereunder. Reference to any governmental entity or any governmental department, commission, board, bureau, agency, regulatory authority, instrumentality or judicial or administrative body, in any jurisdiction shall include any successor to such entity. The use of the words “or,” unless otherwise specified; (vi) the word “oreither” and “any” shall not be exclusive; (vii) references . The phrase “to the extent” means the degree to which the subject or matter thereof extends or applies and such phrase does not mean simply “writtenif.” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers The Parties have each participated jointly in the negotiation and drafting of this Agreement; accordingly, the language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and if no rule of strict construction shall be applied against any Person. If an ambiguity or question of intent or interpretation should arisearises, this Agreement shall be construed as if drafted jointly by the Parties hereto Parties, and no presumption or burden of proof shall arise favoring or burdening disfavoring any Party by virtue of the authorship of any of the provisions in of this Agreement; (x) . Wherever a reference conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day extent of such period is not a Business Dayconflict, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement unless explicitly noted to the contrary. The phrases “delivered,” “provided,” “furnished,” “made available” or words of similar import when used with respect to information or documents means such information or documents that have been physically or electronically delivered to the relevant receiving party (including, in the case of information or documents of any payment obligation Contributor or any of Purchasers hereunder shall be a joint and several obligation of Purchasers and its Affiliates (including the Transferred EntitiesCompany Group), or posted no later than 5:00 p.m. New York, New York time, in each case, on the Business Day immediately preceding the date hereof to the Dataroom).

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules or Purchaser Parties Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules or Purchaser Parties Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedules or Purchaser Parties Disclosure Schedules is or is not material for purposes of this Agreement. . Nothing herein (bincluding the Seller Disclosure Schedules or the Purchaser Parties Disclosure Schedules) shall be deemed an admission by either Party or any of its Affiliates, in any Proceeding involving a third party, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract or Law. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions the headings contained in this Agreement are for reference purposes only and shall apply, when appropriate, to successive events and transactionsnot affect in any way the meaning or interpretation of this Agreement; (ixi) Sellers Seller and Purchasers the Purchaser Parties have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto or the parties thereto, as applicable, and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (xj) a reference to any Person includes such Person’s successors and permitted assigns; (xik) where used with respect to information, the phrase “delivered” or “made available” means that the information referred to has been physically or electronically delivered to the relevant parties or their respective Representatives, and in the case of “made available” to the Purchaser Parties, where such information has been made available in the virtual “data room” established by Seller (whether or not in a specific folder that is available only to certain Representatives of the Purchaser Parties) on or before 5:00 p.m. Eastern Time on the date of this Agreement; (l) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; (m) the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not merely mean “if”; and (xiin) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Seller Disclosure Letter Schedules is or is not material for purposes of this Agreement. . Nothing herein (bfor the avoidance of doubt, including the Seller Disclosure Schedules) shall be deemed an admission by either party or any of its Affiliates, in any Proceeding or Action, that such party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (ivd) references to “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) Sellers the headings contained in this Agreement and Purchasers the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Transaction Documents; (j) Seller and Purchaser have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party either party by virtue of the authorship of any of the provisions in this AgreementAgreement or the other Transaction Documents; (xk) a reference to any Person includes such Person’s successors and permitted assigns; (xil) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiim) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers XX Xxxxxxx Disclosure Letter Schedule, the Management Blocker Disclosure Schedule, the Company Disclosure Schedule or the Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Disclosure Letter therein in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers XX Xxxxxxx Disclosure Letter Schedule, the Management Blocker Disclosure Schedule, the Company Disclosure Schedule or the Purchaser Disclosure Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean means U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers each of the Parties have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto thereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything The section and article headings contained in this Agreement to are inserted for convenience of reference only and will not affect the contrary, any payment obligation meaning or interpretation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entitiesthis Agreement.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants and agreements contained in this Agreement or the inclusion of any specific item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included or not included in the Sellers Seller Disclosure Letter Schedules or Purchaser Disclosure Schedules is or is not material for purposes of this Agreement. . Nothing herein (bincluding the Seller Disclosure Schedules and the Purchaser Disclosure Schedules) shall be deemed an admission by any Party or any of its Affiliates, in any Proceeding or action involving a third party, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract or any Law. For the purposes of this Agreement, (ia) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iib) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiic) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits heretohereto and the words “date hereof” refer to the date of this Agreement; (ivd) references to “Dollars” or “$” or cash shall mean U.S. dollars; (ve) the word “including” and words of similar import when used in this Agreement and the Transaction Documents shall mean “including including, without limitation,” unless otherwise specified; (vif) the word “or” shall not be exclusive; (viig) references to “written” or “in writing” include in electronic form; (viiih) provisions shall apply, when appropriate, to successive events and transactions; (ixi) Sellers the headings contained in this Agreement and Purchasers the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and the other Transaction Documents; (j) Seller, Purchaser, Bank Debt Merger Sub, Bond Debt Merger Sub and the Purchased Entity have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the Parties hereto or the parties thereto, as applicable, and no presumption or burden of proof shall arise favoring or burdening any Party party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any reference to “days” shall mean calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and the Transferred Entities.the

Interpretation; Absence of Presumption. 155 (a) It is understood and agreed that the specification of any dollar monetary amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers either Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not materialmaterial or would reasonably be expected to have a Material Adverse Effect, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers either Disclosure Letter Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers either Disclosure Letter Schedule is or is not material or would reasonably be expected to have a Material Adverse Effect for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to (A) “$” or cash shall mean U.S. dollars, (B) “AUD$” mean Australian dollars; (C) “£” mean the United Kingdom pound sterling and (D) “€” mean the European Union Euro; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it, unless otherwise specified; (vi) the word “or” shall not be deemed to be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchasers have each Party has participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (x) references to any statute shall be deemed to refer to such statute as amended through the date hereof and to any rules or regulations promulgated thereunder as amended through the date hereof (provided, that for purposes of any warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder as amended through such specific date); (xi) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (xii) a reference to any Person includes such Person’s successors and permitted assignsassignees; (xixiii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiv) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, (A) the date that is the reference date in calculating such period shall be excluded excluded, (B) each day shall be deemed to end at 11:59 p.m., London, United Kingdom time on the applicable day, (C) each Business Day shall be deemed to end at 5:00 p.m., London, United Kingdom time on the applicable day and (D) if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. , (cxv) any documents which have been posted to the Data Room to which Purchaser has access prior to the date of this Agreement shall be deemed to have been “delivered,” “provided,” or “made available” (or any phrase of similar import) to Purchaser; (xvi) any reference in this Agreement to the Olympus Sellers’ Representatives is a reference to them solely in their capacity as representatives for the Olympus Sellers and any actions by or rights accruing to the Olympus Sellers’ Representatives under this Agreement are undertaken by them or accrue to them as representatives for and on behalf of the Olympus Sellers and not in their personal capacity; and (xvii) any Law referred to herein means such Law as from time to time amended, modified or supplemented. If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, from and after the Closing any payment obligation of Purchasers Purchaser hereunder shall be a joint and several obligation of Purchasers Purchaser and the Transferred EntitiesEverest, Olympus and their respective Subsidiaries.

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Sellers Trimble Disclosure Letter Schedule is not intended to imply that such amounts or higher or lower amounts, or such the items so included or other items, are or are not material, and no Party shall use the fact of the setting of any amount such amounts or the fact of the inclusion of any such item in the Sellers Trimble Disclosure Letter Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Sellers Trimble Disclosure Letter Schedule is or is not material for purposes of this Agreement. (b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” or cash shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) 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 (unless the context demands otherwise) mean simply “if”; (viii) references to “written” or “in writing” include in electronic form; (viiiix) provisions shall apply, when appropriate, to successive events and transactions; (ixx) Sellers Trimble, the Company and Purchasers AGCO have each participated in the negotiation and drafting of this Agreement and Agreement, and, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (xxi) a reference to any Person includes such Person’s successors and permitted assigns; (xixii) any reference to “days” shall mean means calendar days unless Business Days are expressly specified; and (xiixiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if excluded; (xiv) any references to the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. (c) If the Closing shall occur, notwithstanding anything in transactions contemplated by this Agreement shall include the Carve-Out Restructuring; (xv) the word “shall” shall have the same meaning as the word “will”; (xvi) the word “any” shall mean “any and all”; and (xvii) the term “made available” and words of similar import mean that the relevant documents or materials were available to such Party in the electronic data room for Project Black Diamond hosted by Donnelley Financial Solutions with access provided to AGCO or its Representatives or as otherwise provided in writing to AGCO’s legal counsel, in each case, at least 24 hours prior to the contraryexecution and delivery of the Original Agreement on September 28, any payment obligation of Purchasers hereunder shall be a joint and several obligation of Purchasers and 2023 (or as otherwise expressly identified in the Transferred EntitiesTrimble Disclosure Schedule).