Common use of Interpretation; Construction Clause in Contracts

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.

Interpretation; Construction. Each This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation authorship of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation provision of this Agreement. Whenever Any reference to any law will be deemed to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereinhereby,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole whole, including the schedules, exhibits and annexes, as the same may from time to time be amended, modified or supplemented, and not to any particular provision subdivision unless expressly so limited. All references to sections, schedules, annexes and exhibits mean the sections of this Agreement and the schedules, annexes and exhibits attached to this Agreement, except where otherwise stated. The word “will” shall be construed parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any covenant contained herein in any respect, the fact that there exists another covenant relating to have the same meaning as subject matter (regardless of the word “shallrelative levels of specificity) that the party has not breached will not detract from or mitigate the party’s breach of the first covenant.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.

Interpretation; Construction. Each This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation authorship of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation provision of this Agreement. Whenever Any reference to any law will be deemed to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereinhereby,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole whole, including the schedules, exhibits and annexes, as the same may from time to time be amended, modified or supplemented, and not to any particular provision subdivision unless expressly so limited. All references to sections, schedules, annexes and exhibits mean the sections of this Agreement and the schedules, annexes and exhibits attached to this Agreement, except where otherwise stated. The word “will” shall be construed parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any covenant contained herein in any respect, the fact that there exists another covenant relating to have the same meaning as subject matter (regardless of the word “shall.” The words “dates hereof” relative levels of specificity) that the party has not breached will refer to not detract from or mitigate the date party’s breach of this Agreementthe first covenant. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.* * * *

Interpretation; Construction. Each The Article and Section headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the Parties acknowledges that it has been represented by counsel meaning or interpretation of its choice throughout all negotiations that have preceded the execution any provision of this Agreement. References to Articles, and that it has executed this Agreement with the advice Sections of such counsel. Each Party and its counsel cooperated and participated Schedules in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated, are references to Articles, Sections and Schedules of or to this Agreement. The headings contained in parties to this Agreement are for reference purposes only have participated jointly in the negotiation and shall not affect in any way the meaning or interpretation drafting of this Agreement. Whenever In the words “include,” “includes” event an ambiguity or question of intent or interpretation arises with respect to any term or provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties to this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring any party to this Agreement by virtue of the authorship of any of the terms or provisions of this Agreement. Any reference to any federal, state, county, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. For all purposes of and under this Agreement, (i) the word “including” are used in this Agreement, they shall be deemed to be immediately followed by the words “without limitation.;” The (ii) words (including defined terms) in the singular shall be deemed to include the plural and vice versa; (iii) words of one gender shall be deemed to include the other gender as the context requires; (iv) the terms “hereof,” “herein,” “hereto,” “herewith” and “hereunder” and any other words of similar import when used in this Agreement shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules to this Agreement) and not to any particular term or provision of this Agreement. The word “will” shall be construed to have , unless otherwise specified; (v) the same meaning as use of the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” shall not be exclusive; (vi) all monetary figures shall be in United States dollars unless otherwise specified; (vii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if” and (viii) any action required by this Agreement to be taken on a day that is not exclusive. The definitions contained in this Agreement are applicable a Business Day, shall be deemed to be required to be taken on the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplementedfirst Business Day thereafter.

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of In this Agreement, and that it has executed this Agreement with : (a) the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The section headings contained in this Agreement are for convenience of reference purposes only and shall will not affect in any way the meaning or interpretation of this Agreement. Whenever ; (b) the words “includeherein,” “includeshereunder,” “hereby” and similar words refer to this Agreement as a whole (and not to the particular sentence, paragraph or section where they appear); (c) terms used in the plural include the singular, and vice versa, unless the context clearly requires otherwise; (d) unless expressly stated herein to the contrary, reference to any document means such document as amended or modified and as in effect from time to time in accordance with the terms thereof; (e) unless expressly stated herein to the contrary, reference to any applicable Law means such applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and as in effect from time to time, including any rule or regulation promulgated thereunder; (f) the words “including,” “include” and variations thereof are used in this Agreement, they shall be deemed to be followed by the words ““ without limitation.;” The words (g) “hereof,or” is used in the sense of “and/or;” “hereinany” is used in the sense of “any or all;” and “hereunderwith respect to” and words of any item includes the concept “of’ such item or “under” such item or any similar import when used in relationship regarding such item; (h) unless expressly stated herein to the contrary, reference to a document, including this Agreement shall Agreement, will be deemed to also refer to this Agreement as each annex, addendum, exhibit, schedule or other attachment thereto; (i) unless expressly stated herein to the contrary, reference to a whole and not section, schedule or exhibit is to any particular provision a section, schedule or exhibit, respectively, of this Agreement. The word ; (j) when calculating a period of time, the day that is the initial reference day in calculating such period will be excluded and, if the last day of such period is not a business day, such period will end on the next day that is a business day; (k) with respect to all dates and time periods in or referred to in this Agreement, time is of the essence; and (l) the phrase “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to date hereof ‘ means the date of this Agreement. The word “or” is not exclusive. The definitions contained , as stated in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplementedfirst paragraph hereof.

Interpretation; Construction. Each of The captions to the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, several Articles and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations Sections of this Agreement are included only for convenience of reference and shall not in any way affect the construction of, or be decided without regard to events of drafting or preparationtaken into consideration in interpreting, this Agreement. When a reference is made in this Agreement to a Section, such reference shall be to a Section of In this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever context requires otherwise, (a) the words “include,” “includes” and word “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation.” The or like expression; (b) references to the singular shall include the plural and vice versa; (c) references to masculine, feminine, and neuter pronouns and expressions shall be interchangeable; (d) the words “hereof,” “herein” and or “hereunder” and words of similar import when used in this Agreement shall refer relate to this Agreement as a whole and Agreement; (e) “or” is disjunctive but not to any particular provision of this Agreement. The necessarily exclusive; (f) the word “will” shall be construed to have the same meaning and effect as the word “shall.”; (g) all references to “dollars” The words or “dates hereof$” will refer herein shall mean U.S. Dollars; (h) unless otherwise provided, all reference to the date of this Agreement. The word “or” is not exclusive. The definitions contained Sections, Articles, and exhibits in this Agreement are applicable to the singular as well as the plural forms Sections, Articles, and exhibits of such terms. Any agreement, instrument, law, rule or statute defined or referred and in this Agreement; and (i) whenever this Agreement refers to herein means, unless otherwise indicateda number of days, such agreementnumber shall refer to calendar days unless business days are specified. Business days shall mean a day on which banking institutions in Washington, instrumentD.C. are open for business. Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, lawAS AMENDED. has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, rule or statute as from time to time amended, modified or supplementedthe Parties agree that no presumption will apply against the Party which drafted such terms and provisions.

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a SectionArticles, Sections or Exhibits, such reference shall be to a an Article, Section of or Exhibit to this Agreement, Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and The word “including” are and words of similar import when used in this AgreementAgreement will mean “including, they shall be deemed to be followed by the words “without limitation.,” unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this the Agreement as a whole and not to any particular provision of in this Agreement. The word terms “willcash,” “dollars” and “$” mean United States dollars. Each reference to any Law, statute, regulation or other governmental rule shall be construed to have the same meaning such Law, statute, regulation or other governmental rule, respectfully, as the word “shall.” The words “dates hereof” will refer to amended, modified, codified, replaced or re-enacted, in whole or in part, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder, all as in effect on the date of this Agreement. The word “or” is not exclusiveReferences to days mean calendar days unless otherwise specified. The definitions All exhibits hereto shall be deemed part of this Agreement and included in any reference to this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. If any term, provision, covenant or restriction contained in this Agreement are applicable is held by a court or a federal or state regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants and restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. If for any reason such court or regulatory agency determines that any term, provision, covenant or restriction is invalid, void or unenforceable, it is the express intention of the parties that such term, provision, covenant or restriction be enforced to the singular maximum extent permitted. The parties have jointly participated in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as well as if drafted jointly by the plural forms parties, and no presumption or burden of such terms. Any agreement, instrument, law, rule proof shall arise favoring or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplementeddisfavoring any party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a SectionSection or Clause, such reference shall be to a Section or Clause of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates date hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.

Interpretation; Construction. Each The headings and captions of the Parties acknowledges that it has various Sections of this Agreement have been represented by counsel inserted solely for purposes of its choice throughout all negotiations that have preceded the execution convenience, are not part of this Agreement, and that it has executed shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement with Agreement. Unless stated to the advice of such counsel. Each Party and its counsel cooperated and participated in contrary, all references to Sections, paragraphs or clauses herein shall be to the drafting and preparation specified Section, paragraph or clause of this Agreement, and any all references to Exhibits and all drafts relating thereto exchanged among the Parties Schedules shall be deemed to the work product of all of specified Exhibits and Schedules attached hereto. All Exhibits and Schedules attached hereto are made a part hereof. All terms defined herein shall have the Parties same meaning in the Exhibits and may not be construed against any Party by reason of its drafting or preparationSchedules, except as otherwise provided therein. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made All references in this Agreement to a Section, such reference shall be to a Section of “this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to include the Exhibits and Schedules attached hereto. Words used herein, regardless of the number and gender used, shall be followed by deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires and, as used herein, unless the context otherwise requires, the words “without limitation.hereby,” The words “hereof,” “herein” and “hereunder,” and words of similar import when used in this Agreement import, shall refer to this Agreement as a whole and not to any particular provision of this Agreementhereof. The word term “willincluding” shall be construed deemed to have the same meaning as the word mean “shallincluding, without limitation.” The words word, “dates hereofor,” will refer shall not be construed to be exclusive. Provisions shall apply, when appropriate, to successive events and transactions. Accounting terms used herein shall have the meanings given to them by GAAP applied on a consistent basis. References to any Law shall be construed as a reference to the same as in effect on the date of this Agreement. The word “or” is not exclusive. The definitions contained Unless otherwise expressly stated, all dollar amounts stated herein are in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplementedUnited States currency.

Interpretation; Construction. Each The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counselprovisions hereof. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities Where a reference in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a SectionSection or Exhibit, such reference shall will be to a Section of or Exhibit to this Agreement, Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” All pronouns and “hereunder” and words of similar import when used in this Agreement shall refer all variations thereof will be deemed to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date masculine, feminine or neuter, singular or plural, as the identity of this Agreementthe Person may require. The word “or” is not exclusive. The definitions defined terms contained in this Agreement are applicable to the singular singular, as well as to the plural plural, forms of such terms. Any agreementWhere a reference in this Agreement is made to any Contract (including this Agreement), instrument, law, rule statute or statute defined or referred to herein means, unless otherwise indicatedregulation, such agreementreferences are to, instrumentexcept as context may otherwise require, lawthe statute or regulation as amended, rule modified, supplemented, restated or statute as replaced from time to time amended(in the case of a Contract, modified to the extent permitted by the terms thereof); and to any section of any statute or supplementedregulation including any successor to the section and, in the case of any statute, any rules or regulations promulgated thereunder. All references to “dollars” or “$” in this Agreement are to United States dollars. Each party to this Agreement has or may have set forth information in its respective disclosure letter in a section of such disclosure letter that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in a disclosure schedule to this Agreement will not be construed to mean that such information is required to be disclosed by this Agreement or to otherwise imply that any such item has had or is reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purpose of this Agreement. Headings inserted in the sections or subsections of a disclosure letter are for convenience of reference only and will to no extent have the effect of amending or changing the express terms of the sections or subsections set forth in this Agreement.

Interpretation; Construction. Each The headings herein are for convenience of reference only, do not constitute part of this Letter Agreement and shall not be deemed to limit or otherwise affect any of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counselprovisions hereof. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities Where a reference in this Letter Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Sectionsection or exhibit, such reference shall be to a Section section of or exhibit to this Agreement, Letter Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and or “including” are used in this Letter Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Letter Agreement shall refer to this Letter Agreement as a whole and not to any particular provision of this Letter Agreement. The word words “will” and “shall” have the same meaning. The parties have participated jointly in negotiating and drafting this Letter Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Letter Agreement shall be construed to have as if drafted jointly by the same meaning as parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the word authorship of any provision of this Letter Agreement. As used herein, the phrase “shall.previously disclosed” The words “dates hereof” will (and any variations thereof) shall refer to the applicable disclosure contained in (i) the Company Disclosure Letter delivered to the Purchasers by the Company in connection with the Merger Agreement and (ii) a disclosure letter delivered to the Purchasers on the date hereof in connection with this Letter Agreement, provided, in each case, that the relevance of such disclosure to the applicable provisions of this Agreement. The word “or” Letter Agreement is not exclusive. The definitions contained in this Agreement are applicable to readily apparent from the singular as well as the plural forms face of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplementeddisclosure.

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” (a) The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word table of contents, headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “willinclude,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States; (ii) to “€” are to Euros and (iii) to “days” shall be construed to have the same meaning as the word calendar days unless otherwise indicated. References to “shall.from” The words or “dates hereofthrough” will refer to the any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this AgreementAgreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. The word “or” is not exclusive. The definitions contained Any reference in this Agreement are applicable to the singular as well as the plural forms of a date or time shall be deemed to be such termsdate or time in New York, New York, U.S.A., unless otherwise specified. Any agreementContract, instrument, law, rule instrument or statute law defined or referred to herein meansmeans such Contract, unless otherwise indicated, such agreement, instrument, law, rule instrument or statute law as from time to time amended, modified or supplementedsupplemented (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 (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereof. References to “this Agreement” shall include the Company Disclosure Letter and Parent Disclosure Letter. References to documents or information “made available” or “provided” to Parent and/or US Holdco or the Company or similar terms shall mean that, prior to the execution of this Agreement, such information, document or material was (i) with respect to the Company, made available to Parent and includes documents (A) made publicly available by the Company on the SEC’s XXXXX database with respect to the Company and its Subsidiaries or (B) made available for review by Parent or Parent’s Representatives in the Project Gretna Data Room hosted at Xxxxxxxxxx.xxx or otherwise provided in writing to Parent or Parent’s Representatives by or on behalf of the Company (including any “clean room” or on an “outside counsel only” basis) and (ii) with respect to Parent, was made available to the Company and includes documents (A) made publicly available by Parent on the SEC’s XXXXX database with respect to Parent and its Subsidiaries or (B) made available for review by the Company or the Company’s Representatives in the Project Gretna – Reverse DD Data Room hosted at Xxxxxxxxxx.xxx or otherwise provided in writing to the Company or the Company’s Representatives by or on behalf of Parent and/or US Holdco (including in any “clean room” or on an “outside counsel only” basis). 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, (i) the date that is the reference date in calculating such period shall be excluded and (ii) if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. References to “costs”, “expenses” or “liabilities” incurred by a Person shall not include any amount in respect of VAT comprised in such costs, expenses or liabilities for which either that Person or, if relevant, any other member of the VAT group to which that person belongs is entitled to credit as input tax. “As of the date hereof” and similar phrases mean “as of the date of this Agreement”.

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a SectionSection or Clause, such reference shall be to a Section or Clause of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.

Interpretation; Construction. Each Headings of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, articles and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations sections of this Agreement are for convenience of the parties only and shall be decided without regard to events of drafting given no substantive or preparationinterpretive effect whatsoever. When a reference is made in this Agreement to a Sectionan article or section, such reference shall be to a Section an article or section of this Agreement, Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “dollars” or “$” in this Agreement are to United States dollars. Any agreement, instrument, law, rule instrument or statute defined or referred to herein means, unless otherwise indicated, or in any agreement or instrument that is referred to herein means such agreement, instrument, law, rule instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all of the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

Interpretation; Construction. Each (a) The table of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, contents and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Definitions shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references in this Agreement to Articles, Sections and Exhibits shall refer to Articles and Sections of, and Exhibits to, this Agreement unless the context requires otherwise. The words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and words of similar import shall be deemed to refer to this Agreement as a whole and not to any particular Section or other provision hereof, unless the context shall require. The words “include,” “includes” and “including” are used in this Agreement, they shall not be limiting and shall be deemed to be followed by the words phrase “without limitation.” The words word “hereof,or” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreementbe construed non-exclusively. The word phrase “willordinary course of business” shall be construed to have be followed by the same meaning phrase “consistent with past practice” regardless of whether such phrase is expressed. The phrase “provided or made available” shall be construed to mean posted and accessible to Parent in the “Regatta” datasite or accessible to the Company in the “Bosh” datasite, as applicable and each as operated by XX Xxxxxxxxx, and which has been posted to such datasite or filed with or furnished to the word “shall.” The words “dates hereof” will refer SEC (or incorporated as exhibits to such documents) and available at xxx.xxx.xxx, in each case, at least two (2) Business Days prior to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to Unless the singular as well as the plural forms of such terms. Any agreementcontext shall require otherwise, instrumentany Contracts, lawdocuments, rule instruments or statute Laws defined or referred to herein meansin this Agreement shall be deemed to mean or refer to such Contracts, unless otherwise indicateddocuments, such agreement, instrument, law, rule instruments or statute Laws as from time to time may be amended, modified or supplemented, including (a) in the case of Contracts, documents or instruments, by waiver or consent and (b) in the case of Laws, by succession of comparable successor statutes; provided that, with respect to Contracts, such rule of construction shall only be effective with respect to amendments, modification or supplements effected prior to the date hereof. All references in this Agreement to any particular Law shall be deemed to refer also to any rules and regulations promulgated under that Law. References to a Person also refer to its predecessors and permitted successors and assigns.

Interpretation; Construction. Each (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution provisions of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Sectionan Article, Section or Exhibit, such reference shall be to a an Article or Section of of, or an Exhibit to, this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word term “or” is not exclusive. The definitions contained word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All terms defined in this Agreement are applicable to shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined, or except as otherwise provided, therein. Words in this Agreement describing the singular as well as number shall be deemed to include the plural forms of such termsand vice versa, and words in this Agreement denoting any gender shall be deemed to include all genders. Any agreement, instrument, law, rule instrument or statute defined or referred to herein means, unless otherwise indicated, or in any agreement or instrument that is referred to herein shall mean such agreement, instrument, law, rule instrument or statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. When used in Sections 4.1, 5.1, 6.2 and 7.4, the term “material” shall be construed as referring to being material to the Company and its Subsidiaries taken as a whole.

Interpretation; Construction. Each This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation authorship of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation provision of this Agreement. Whenever Any reference to any law will be deemed to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereinhereby,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole whole, including the schedules, exhibits and annexes, as the same may from time to time be amended, modified or supplemented, and not to any particular provision of this Agreementsubdivision unless expressly so limited. The word References to “will” shall be construed or “shall” mean that the party must perform the matter so described and a reference to “may” means that the party has the option, but not the obligation, to perform the matter so described. All references to sections, schedules, annexes and exhibits mean the sections of this Agreement and the schedules, annexes and exhibits attached to this Agreement, except where otherwise stated. The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any covenant contained herein in any respect, the fact that there exists another covenant relating to the same meaning as subject matter (regardless of the word “shall.” The words “dates hereof” relative levels of specificity) that the party has not breached will refer to not detract from or mitigate the date party’s breach of this Agreementthe first covenant. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.* * * *

Interpretation; Construction. Each (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counselprovisions hereof. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities Where a reference in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, Exhibit, Article, or Schedule, such reference shall be to a Section of, Exhibit to, Article of, or Schedule of this AgreementAgreement unless the context otherwise requires. Unless the context otherwise requires, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only references herein: (i) to a Contract, agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and shall not affect in modified from time to time to the extent permitted by the provisions thereof; and (ii) to a statute means such statute as amended from time to time and includes any way the meaning or interpretation of this Agreementsuccessor legislation thereto and any regulations promulgated thereunder. Whenever the words “include,” “includes,” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” and the word “or” is not exclusive and is deemed to have the meaning “and/or”. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and does not simply mean “if.” A reference in this Agreement to $ or dollars is to U.S. dollars. Unless the context otherwise requires, (A) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, and (B) where a date or time period is specified, it will be deemed inclusive of the last day in such period or the date specified, as the case may be. The words “hereof,” “herein,” “hereby,” “hereto,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word References to “willthis Agreement” shall be construed to have include the same meaning as the word “shallCompany Disclosure Letter and Parent Disclosure Letter.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this The term "Agreement, and that it has executed " means this Agreement together with all Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the advice of such counselterms hereof. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities The use in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Partiesterm "including" means "including, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever limitation," the words “include"herein,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “" "hereof,” “herein” " "hereunder," "hereby," "hereto," "hereinafter," and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole whole, including the Schedules and Exhibits, as the same may from time to time be amended, modified, supplemented or restated, and not to any particular provision of Article, Section, subsection, paragraph, subparagraph or clause contained in this Agreement. The word “will” shall be construed All reference to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date Articles, Sections, Subsections, clauses, paragraphs, Schedules and Exhibits mean such provisions of this Agreement and the Schedules and Exhibits attached to this Agreement, except where otherwise stated. The word “or” is not exclusive. The definitions contained title of and the Article, Section and paragraph headings in this Agreement are applicable for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement; the use herein of the masculine, feminine or neuter forms shall also denote the other forms, as in each case the context may require; where specific language is used to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicatedclarify by example a general statement contained herein, such agreementspecific language shall not be deemed to modify, instrumentlimit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement has been chosen by the parties to express their mutual intent, law, and no rule or statute as from time of strict construction shall be applied against any party. Accounting terms used but not otherwise defined herein shall have the meanings given to time amended, modified or supplementedthem under GAAP.

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” ”, “herein” and “hereunder” and words of similar like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” captions herein are included for convenience of reference only and shall be construed to have ignored in the same meaning as the word “shall.” The words “dates construction or interpretation hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are applicable used in this Agreement, they shall be deemed to be followed by the singular as well as the plural forms words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplementedsupplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Interpretation; Construction. Each (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution provisions of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Sectionan Article, Section or Exhibit, such reference shall be to a an Article or Section of of, or an Exhibit to, this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word term “or” is not exclusive. The definitions contained word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All terms defined in this Agreement are applicable to shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined, or except as otherwise provided, therein. Words in this Agreement describing the singular as well as number shall be deemed to include the plural forms of such termsand vice versa, and words in this Agreement denoting any gender shall be deemed to include all genders. Any agreement, instrument, law, rule instrument or statute defined or referred to herein means, unless otherwise indicated, or in any agreement or instrument that is referred to herein shall mean such agreement, instrument, law, rule instrument or statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America.

Interpretation; Construction. Each (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counselprovisions hereof. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities Where a reference in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a SectionSection or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement, Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” ”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms “or”, “any” and “either” are not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” The words “dates hereof” will ”. All pronouns and all variations thereof shall be deemed to refer to the date masculine, feminine or neuter, singular or plural, as the identity of the Person may require. Where a reference in this Agreement is made to any agreement (including this Agreement), contract, statute or regulation, such references are to, except as context may otherwise require, the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof), and to any section of any statute or regulation including any successor to the section and, in the case of any statute, any rules or regulations promulgated thereunder. The word All references to “ordollars” is not exclusive. The definitions contained or “$” in this Agreement are applicable to United States dollars. All references to “days” shall be to calendar days unless otherwise indicated as a “Business Day”. All references to “made available” shall include all documentation that was located and provided in that certain online data room entitled “Project Sky” hosted by Intralinks as of the close of business on the date that is two (2) Business Days prior to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplementeddate hereof.

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution For purposes of this Agreement, and that it has executed this Agreement with except as otherwise expressly provided herein or unless the advice of such counsel. Each Party and its counsel cooperated and participated in context otherwise requires: (i) words using the drafting and preparation of this Agreementsingular or plural number also include the plural or singular number, respectively, and the use of any and all drafts relating thereto exchanged among the Parties gender herein shall be deemed to include the work product of all of the Parties other gender; (ii) references herein to “Articles,” “Sections,” “subsections” and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Partiesother subdivisions, and any controversy over interpretations of to Exhibits, Schedules and other attachments, without reference to a document are to the specified Articles, Sections, subsections and other subdivisions of, and Exhibits, Schedules and other attachments to, this Agreement shall be decided without regard to events of drafting or preparation. When Agreement; (iii) a reference is made in this Agreement to a Section, such subsection without further reference shall be to a Section of this Agreement, unless otherwise indicated. The headings is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions within a Section or subsection; (iv) the words “herein,” “hereof,” “hereunder,” “hereby” and other words of similar import refer to this Agreement are for reference purposes only as a whole and shall not affect in to any way the meaning or interpretation of this Agreement. Whenever particular provision; and (v) the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when headings used in this Agreement shall refer to this have been inserted for convenience of reference only and do not define or limit the provisions hereof. This Agreement as a whole is the result of the joint efforts of the parties hereto, and not to any particular each provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer Agreement has been subject to the date mutual consultation, negotiation and agreement of the parties and there will be no construction against any party based on any presumption of that party’s involvement in the drafting of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.

Interpretation; Construction. Each This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation authorship of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation provision of this Agreement. Whenever Any reference to any law will be deemed to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereinhereby,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole whole, including the schedules, exhibits and annexes, as the same may from time to time be amended, modified or supplemented, and not to any particular provision of this Agreementsubdivision unless expressly so limited. The word References to “will” shall be construed or “shall” mean that the party must perform the matter so described and a reference to “may” means that the party has the option, but not the obligation, to perform the matter so described. All references to sections, schedules, annexes and exhibits mean the sections of this Agreement and the schedules, annexes and exhibits attached to this Agreement, except where otherwise stated. The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any covenant contained herein in any respect, the fact that there exists another covenant relating to the same meaning as subject matter (regardless of the word “shallrelative levels of specificity) that the party has not breached will not detract from or mitigate the party’s breach of the first covenant.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Sectionsections or exhibits, such reference shall be to a Section section of or exhibit to this Agreement, Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunderherewith” and words of similar import when used in this Agreement shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” All terms defined in this Agreement shall be construed to have the same defined meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusivecontained herein when used in any document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such termsterms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument, law, rule agreement or statute instrument defined or referred to herein means, unless otherwise indicated, or in any agreement or instrument that is referred to herein means such agreement, instrument, law, rule agreement or statute instrument as from time to time amended, modified or supplementedsupplemented and attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any statute or law shall be deemed also to refer to any amendments thereto and all rules and regulations promulgated thereunder, unless the context requires otherwise.

Interpretation; Construction. Each (1) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution provisions of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Sectionan Article, Section or Exhibit, such reference shall be to a an Article or Section of of, or an Exhibit to, this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word term “or” is not exclusive. The definitions contained word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All terms defined in this Agreement are applicable to shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined, or except as otherwise provided, therein. Words in this Agreement describing the singular as well as number shall be deemed to include the plural forms of such termsand vice versa, and words in this Agreement denoting any gender shall be deemed to include all genders. Any agreement, instrument, law, rule instrument or statute defined or referred to herein means, unless otherwise indicated, or in any agreement or instrument that is referred to herein shall mean such agreement, instrument, law, rule instrument or statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America.

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of In this Agreement, : (a) the table of contents and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for convenience of reference purposes only and shall will not affect in any way the meaning or interpretation of this Agreement. Whenever ; (b) the words “includeherein,” “includeshereunder,” “hereby” and similar words refer to this Agreement as a whole (and not to the particular sentence, paragraph, Article or Section where they appear); (c) terms used in the plural include the singular, and vice versa, unless the context clearly requires otherwise and words denoting gender shall include both genders as the context requires; (d) unless otherwise required by the context in which they appear, (i) the terms “assets” and “includingproperties” are used interchangeably, (ii) any reference to “assets” will include “properties” and vice versa, and (iii) any reference to “assets” means real, personal or mixed, tangible or intangible assets; (e) excluding items listed, or required to be listed, in this Agreementthe Disclosure Schedule or unless expressly stated herein to the contrary, they shall be reference to any document means such document as amended or modified and as in effect from time to time in accordance with the terms thereof; (f) unless expressly stated herein to the contrary, reference to any Law means such Law as amended, modified, codified, replaced or reenacted, in whole or in part, and as in effect from time to time, including any rule or regulation promulgated thereunder; (g) the words “including,” “include” and variations thereof are deemed to be followed by the words “without limitation.;” The whether or not they are in fact followed by those words or words of like import (h) “hereof,or” is used in the sense of “and/or;” “hereinany” is used in the sense of “any or all;” and “hereunderwith respect to” and words of any item includes the concept “of” such item or “under” such item or any similar import when used relationship regarding such item; (i) excluding items listed, or required to be listed, in the Disclosure Schedule or unless expressly stated herein to the contrary, reference to a document, including this Agreement shall Agreement, will be deemed to also refer to this Agreement as a whole and not each annex, addendum, exhibit, schedule or other attachment thereto; (j) unless expressly stated herein to any particular provision the contrary, reference to an Article, Section, Schedule, Disclosure Schedule or Exhibit is to an article, section, schedule, the Disclosure Schedule, or exhibit, respectively, of this Agreement. The word ; (k) when calculating a period of time, the day that is the initial reference day in calculating such period will be excluded and, if the last day of such period is not a Business Day, such period will end on the next day that is a Business Day; (l) unless otherwise required by the context in which they appear, the terms “shall” and “will” shall be construed to have are used interchangeably; (m) the same meaning as phrase “the word “shall.” The words “dates date hereof” will refer to means the date of this Agreement, as stated in the first paragraph hereof, (n) where a word or phrase is defined in this Agreement, each of its other grammatical forms shall have a corresponding meaning and (o) a reference to any legal term or concept customarily used in the jurisdiction of the State of Delaware shall, in respect of any jurisdiction other than the State of Delaware, be construed as a reference to the nearest equivalent term or concept in such jurisdiction. The word “or” Parties participated jointly in the negotiation and drafting of this Agreement and the other Transaction Documents, and each Party was (or had ample opportunity to be) represented by legal counsel in connection with this Agreement and the other Transaction Documents, and each Party and each Party’s counsel have reviewed and revised (or had ample opportunity to review and revise) this Agreement and the other Transaction Documents; therefore, if an ambiguity or question of intent or interpretation arises, then this Agreement and the other Transaction Documents will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the terms hereof or thereof. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parole evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernable from a reading of this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the Parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not exclusivebe construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The definitions contained doctrine of election of remedies shall not apply in constructing or interpreting the remedies provisions of this Agreement are applicable or the equitable power of a court considering this Agreement or the Other Transactions. The Parties acknowledge and agree that any reference herein or in the Disclosure Schedule to documents having been provided to, furnished, delivered, made available or disclosed to Parent, or words of similar import, will be deemed to refer to such documents as were made available and accessible to Parent and Parent’s representatives for their review by posting to the singular as well as “myoscience, inc.” electronic data room hosted by the plural forms of such terms. Any agreementCompany at xxxxx://xxxxxxxxxx.xxxxxxxxxx.xxx/ before 5:00 p.m., instrumentEastern Time, law, rule or statute defined or referred on the date that is two Business Days prior to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplementedthe date hereof.

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” (a) The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word table of contents, headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “willinclude,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States; (ii) to “€” are to Euros and (iii) to “days” shall be construed to have the same meaning as the word calendar days unless otherwise indicated. References to “shall.from” The words or “dates hereofthrough” will refer to the any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this AgreementAgreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. The word “or” is not exclusive. The definitions contained Any reference in this Agreement are applicable to the singular as well as the plural forms of a date or time shall be deemed to be such termsdate or time in New York, New York, U.S.A., unless otherwise specified. Any agreementContract, instrument, law, rule instrument or statute law defined or referred to herein meansmeans such Contract, unless otherwise indicated, such agreement, instrument, law, rule instrument or statute law as from time to time amended, modified or supplementedsupplemented (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 (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereof. References to “this Agreement” shall include the Company Disclosure Letter and Parent Disclosure Letter. References to documents or information “made available” or “provided” to Parent and/or US Holdco or the Company or similar terms shall mean that, prior to the execution of this Agreement, such information, document or material was (i) with respect to the Company, made available to Parent and includes documents (A) made publicly available by the Company on the SEC’s EXXXX database with respect to the Company and its Subsidiaries or (B) made available for review by Parent or Parent’s Representatives in the Project Gretna Data Room hosted at Ixxxxxxxxx.xxx or otherwise provided in writing to Parent or Parent’s Representatives by or on behalf of the Company (including any “clean room” or on an “outside counsel only” basis) and (ii) with respect to Parent, was made available to the Company and includes documents (A) made publicly available by Parent on the SEC’s EXXXX database with respect to Parent and its Subsidiaries or (B) made available for review by the Company or the Company’s Representatives in the Project Gretna – Reverse DD Data Room hosted at Ixxxxxxxxx.xxx or otherwise provided in writing to the Company or the Company’s Representatives by or on behalf of Parent and/or US Holdco (including in any “clean room” or on an “outside counsel only” basis). 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, (i) the date that is the reference date in calculating such period shall be excluded and (ii) if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. References to “costs”, “expenses” or “liabilities” incurred by a Person shall not include any amount in respect of VAT comprised in such costs, expenses or liabilities for which either that Person or, if relevant, any other member of the VAT group to which that person belongs is entitled to credit as input tax. “As of the date hereof” and similar phrases mean “as of the date of this Agreement”.

Interpretation; Construction. Each The Article and Section headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the Parties acknowledges that it has been represented by counsel meaning or interpretation of its choice throughout all negotiations that have preceded the execution any provision of this Agreement. References to Articles, and that it has executed this Agreement with the advice Sections of such counsel. Each Party and its counsel cooperated and participated Schedules in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated, are references to Articles, Sections and Schedules of or to this Agreement. The headings contained in parties to this Agreement are for reference purposes only have participated jointly in the negotiation and shall not affect in any way the meaning or interpretation drafting of this Agreement. Whenever In the words “include,” “includes” event an ambiguity or question of intent or interpretation arises with respect to any term or provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties to this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring any party to this Agreement by virtue of the authorship of any of the terms or provisions of this Agreement. Any reference to any federal, state, county, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. For all purposes of and under this Agreement, (a) the word “including” are used in this Agreement, they shall be deemed to be immediately followed by the words “without limitation.;” The (b) words (including defined terms) in the singular shall be deemed to include the plural and vice versa; (c) words of one gender shall be deemed to include the other gender as the context requires; (d) the terms “hereof,” “herein,” “hereto,” “herewith” and “hereunder” and any other words of similar import when used in this Agreement shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules to this Agreement) and not to any particular term or provision of this Agreement. The word “will” shall be construed to have , unless otherwise specified; (e) the same meaning as use of the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” shall not be exclusive; (f) all monetary figures shall be in United States dollars unless otherwise specified; (g) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if” and (h) any action required by this Agreement to be taken on a day that is not exclusive. The definitions contained in this Agreement are applicable a Business Day, shall be deemed to be required to be taken on the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplementedfirst Business Day thereafter.

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are captions used in this Agreement, they in any Schedule or Exhibit hereto, in the table of contents or in any index hereto are for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize or in any way affect any provision of this Agreement or any Schedule or Exhibit hereto, and all provisions of this Agreement and the Schedules and Exhibits hereto shall be followed by enforced and construed as if no caption or heading had been used herein or therein. Any capitalized terms used in any Schedule or Exhibit attached hereto and not otherwise defined therein shall have the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when meanings set forth in this Agreement. Each defined term used in this Agreement shall refer have a comparable meaning when used in its plural or singular form. The use of the word “including” herein shall mean “including without limitation” and, unless the context otherwise required, “neither,” “nor” “any” “either” and “or” shall not be exclusive. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to this Agreement as a whole the same subject matter (regardless of the relative levels of specificity) which such Party has not breached shall not detract from or mitigate the fact that such Party is in breach of the first representation, warranty or covenant. The Parties have participated jointly in the negotiation and not to any particular provision drafting of this Agreement. The word “will” In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed to have as if drafted jointly by the same meaning as Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the word “shall.” The words “dates hereof” will refer to authorship of any of the date provisions of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable Any reference to the singular as well as the plural forms of such terms. Any agreementany federal, instrumentstate, lawlocal, rule or foreign statute defined or referred law shall be deemed also to herein meansrefer to all rules and regulations promulgated thereunder, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplementedthe context requires otherwise.

Interpretation; Construction. Each (a) The definitions in Sections 10.1 and 10.2 shall apply equally to both the singular and plural forms of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded terms defined. Whenever the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and context may not be construed against any Party by reason of its drafting or preparation. Accordinglyrequire, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application pronoun shall include the corresponding masculine, feminine and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreementneuter forms. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The All references herein to sections, paragraphs, subparagraphs, clauses, Exhibits or Schedules shall be deemed references to sections, paragraphs, subparagraphs or clauses of, or Exhibits or Schedules to this Agreement, unless the context requires otherwise. Unless otherwise expressly defined, terms defined in this Agreement have the same meanings when used in any Exhibit or Schedule hereto, including the Company Disclosure Letter and the Parent Disclosure Letter. Unless otherwise expressly specified, the words “this Agreement,” “herein,” “hereof,” “hereinhereto” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole (including the Schedules, Annexes, Exhibits, the Company Disclosure Letter and the Parent Disclosure Letter) and not to any particular provision of this Agreement. The word term “willor” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreementinclusive and not exclusive. The word “orextent” is not exclusive. The definitions contained in this Agreement are applicable the phrase “to the singular as well as extent” shall mean the plural forms of degree to which a subject or other thing extends, and such terms. phrase shall not mean simply “if.” Any agreementContract, instrument, law, rule instrument or statute Law defined or referred to herein meansor in any Contract or instrument that is referred to herein means such Contract, unless otherwise indicated, such agreement, instrument, law, rule instrument or statute Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Laws) by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. The phrase “made available” in this Agreement shall mean that the information referred to has been made available by the party to whom such information is to be made available. All references to dollars or “$” shall be references to United States dollars.

Interpretation; Construction. Each (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counselprovisions hereof. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities Where a reference in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a SectionSection or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement, Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “date hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “orextent” is in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not exclusivemean simply “if”. The definitions contained words “made available to Parent” and words of similar import refer to documents (i) posted to the Intralinks Datasite by or on behalf of the Company or (ii) delivered in person or electronically to Parent, Merger Sub or their respective representatives and advisors. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person may require. Where a reference in this Agreement is made to any agreement (including this Agreement), contract, statute or regulation, such references are applicable to to, except as context may otherwise require, the singular as well as the plural forms of such terms. Any agreement, instrumentcontract, lawstatute or regulation as amended, rule modified, supplemented, restated or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as replaced from time to time amended(in the case of an agreement or contract, modified to the extent permitted by the terms thereof); and to any section of any statute or supplemented.regulation including any successor to the section and, in the case of any statute, any rules or regulations promulgated thereunder. All references to “dollars” or

Interpretation; Construction. Each The headings herein are for convenience of reference only, do not constitute part of this Letter Agreement and shall not be deemed to limit or otherwise affect any of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counselprovisions hereof. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities Where a reference in this Letter Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Sectionsection or exhibit, such reference shall be to a Section section of or exhibit to this Agreement, Letter Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and or “including” are used in this Letter Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Letter Agreement shall refer to this Letter Agreement as a whole and not to any particular provision of this Letter Agreement. The word “will” parties have participated jointly in negotiating and drafting this Letter Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Letter Agreement shall be construed to have as if drafted jointly by the same meaning as parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the word authorship of any provision of this Letter Agreement. As used herein, the phrase “shall.previously disclosed” The words “dates hereof” will (and any variations thereof) shall refer to the applicable disclosure contained in (i) the Company Disclosure Letter delivered to the Purchasers by the Company in connection with the Merger Agreement and (ii) a disclosure letter delivered to the Purchasers on the date hereof in connection with this Letter Agreement, provided, in each case, that the relevance of such disclosure to the applicable provisions of this Agreement. The word “or” Letter Agreement is not exclusive. The definitions contained in this Agreement are applicable to readily apparent from the singular as well as the plural forms face of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplementeddisclosure.

Interpretation; Construction. Each of This “Agreement” means this agreement together with all schedules and exhibits hereto (which are incorporated herein by reference), as the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded same may from time to time be amended, modified, supplemented or restated in accordance with the execution of this Agreementterms hereof. Unless the context otherwise requires, words importing the singular shall include the plural, and that it has executed this Agreement with the advice of such counselvice versa. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are As used in this Agreement, they the term “Knowledge of Sellers” when used to refer to the knowledge of Sellers shall be deemed mean and apply to be followed by the words actual knowledge of the representatives of Sellers set forth on Schedule 12.9. The use in this Agreement of the term “including” means “including, without limitation.” The words “herein”, “hereof,” “herein” and ”, “hereunder” ”, “hereby”, “hereto”, “hereinafter”, and other words of similar import when used in this Agreement shall refer to this Agreement as a whole whole, including the schedules and exhibits, as the same may from time to time be amended, modified, supplemented or restated, and not to any particular provision article, section, subsection, paragraph, subparagraph or clause contained in this Agreement. All references to articles, sections, subsections, clauses, paragraphs, schedules and exhibits mean such provisions of this Agreement and the schedules and exhibits to this Agreement, except where otherwise stated. Each schedule and exhibit delivered pursuant to the terms of this Agreement shall be in writing and shall constitute a part of this Agreement. The word “will” title of and the article, section and paragraph headings in this Agreement are for convenience of reference only and shall be construed to have not govern or affect the same meaning as interpretation of any of the word “shall.” The words “dates hereof” will refer to the date terms or provisions of this Agreement. The word “or” is use herein of the masculine, feminine or neuter forms shall also denote the other forms, as in each case the context may require. Accounting terms used but not exclusive. The definitions contained in this Agreement are applicable otherwise defined herein shall have the meanings given to the singular as well as the plural forms of such termsthem under GAAP. Any agreement, instrument, law, rule instrument or statute Law defined or referred to herein means, unless otherwise indicated, means such agreement, instrument, law, rule instrument or statute Law as from time to time amended, modified or supplemented, including (in the case of instruments) by waiver or consent and (in the case of any Law) by succession of comparable successor Laws and includes (in the case of instruments) references to all attachments thereto and instruments incorporated therein.

Interpretation; Construction. Each The headings in this Agreement are for convenience of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution reference only, do not constitute part of this Agreement, and that it has executed this Agreement with will not be deemed to limit or otherwise affect any of the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation provisions of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities Where a reference in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section, Article, or Schedule, such reference shall will be to a Section of, Article of, or Schedule of this Agreement, Agreement unless otherwise indicated. The headings contained Unless the context otherwise requires, references in this Agreement are for reference purposes only Agreement: (a) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and shall not affect in modified from time to time to the extent permitted by the provisions thereof; and (b) to a statute means such statute as amended from time to time and includes any way the meaning or interpretation of this Agreementsuccessor legislation thereto and any regulations promulgated thereunder. Whenever the words “include,” “includes,” and or “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation.,” and the word “or” is not exclusive. The definitions of terms in this Agreement will apply equally to the singular and plural forms of the terms defined. The words “hereof,” “herein,” “hereby,” “hereto,” and “hereunder” and words of similar import when used in this Agreement shall will refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement will be construed to have as if drafted jointly by both Parties, and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of the same meaning as the word “shall.” The words “dates hereof” will refer to the date authorship of any provision of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.

Interpretation; Construction. Each (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counselprovisions hereof. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities Where a reference in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Sectionan Annex, Exhibit, Section or Schedule, such reference shall be to a an Annex, Exhibit, Section of or Schedule to this Agreement, Agreement unless otherwise indicated. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The headings contained terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement are for reference purposes only and clearly requires otherwise, words importing the masculine, female or neutral genders shall not affect in any way include the meaning or interpretation of this Agreementother genders. Whenever the words “include,” ”, “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “willor” shall not be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreementexclusive. The word “orextent” is in the phrase “to the extent” means the degree to which a subject or thing extends, and such phrase shall not exclusivemean simply “if”. The definitions Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmission by email. References to “actual fraud” shall be deemed to exclude forward looking statements (as defined in 15 U.S.C. §78u-5) made in good faith. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re- enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith; provided that for purposes of any representations and warranties contained in this Agreement that are applicable made as of a specific date, references to the singular any Law shall be deemed to refer to such Law as well amended as the plural forms of such termsdate. Any agreement, instrument, law, rule agreement or statute defined or instrument referred to herein means, unless otherwise indicated, means such agreement, instrument, law, rule agreement or statute instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (e) Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision.

Interpretation; Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution For purposes of this Agreement, and that it has executed this Agreement with except as otherwise expressly provided herein or unless the advice of such counsel. Each Party and its counsel cooperated and participated in context otherwise requires: (i) words using the drafting and preparation of this Agreementsingular or plural number also include the plural or singular number, respectively, and the use of any and all drafts relating thereto exchanged among the Parties gender herein shall be deemed to include the work product of all of the Parties other gender; (ii) references herein to “Articles,” “Sections,” “subsections” and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Partiesother subdivisions, and any controversy over interpretations of to Exhibits, Schedules and other attachments, without reference to a document, are to the specified Articles, Sections, subsections and other subdivisions of, and Exhibits, Schedules and other attachments to, this Agreement shall be decided without regard to events of drafting or preparation. When Agreement; (iii) a reference is made in this Agreement to a Section, such subsection without further reference shall be to a Section of this Agreement, unless otherwise indicated. The headings is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions within a Section or subsection; (iv) the words “herein,” “hereof,” “hereunder,” “hereby” and other words of similar import refer to this Agreement are for reference purposes only as a whole and shall not affect in to any way the meaning or interpretation of this Agreement. Whenever particular provision; and (v) the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when headings used in this Agreement shall refer to this have been inserted for convenience of reference only and do not define or limit the provisions hereof. This Agreement as a whole is the result of the joint efforts of the parties hereto, and not to any particular each provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer Agreement has been subject to the date mutual consultation, negotiation and agreement of the parties and there will be no construction against any party based on any presumption of that party’s involvement in the drafting of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.