Common use of Interpretation; Exhibits and Schedules; Certain Definitions Clause in Contracts

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in any Exhibit or Schedule hereto, the table of contents hereto and the index of defined terms are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedule. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to “$” or dollars shall refer to United States dollars. Each representation, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth of this Agreement. (b) Whenever the words “include”, “includes” or “including” are used in any Schedule this Agreement, they shall be deemed set forth for purposes 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 other Schedule particular provision of this Agreement. The term “or” is 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 disclosure is relevantphrase shall not mean simply “if”. (c) All references herein to “dollars”, but only “U.S. dollars”, “$”, “US$” or “USD$” shall be deemed to be references to the extent that it is readily apparent that such disclosure is relevant to such other Schedule. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated lawful money of the United States. (d) The definitions contained in and made a part hereof as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicatedare 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 term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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 shall include references to all attachments thereto and instruments incorporated therein. References to a Person person are also to its permitted successors and assigns. For all purposes . (e) All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the Exhibits and Schedules) and not to any particular provision of meaning as defined in this Agreement; . When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference shall be to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The Company Disclosure Letter shall be arranged in numbered and (iv) all references herein to “$” or dollars shall refer to United States dollars. Each representation, warranty, covenant lettered sections and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating subsections corresponding to the same subject numbered and lettered sections and subsections contained in Article III and Article V, and any matter (regardless of the relative levels of specificity) shall not detract from fully and fairly disclosed in any section or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement subsection shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company qualify other sections and subsections in Article III or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrueArticle V, and for the statute of limitations period shall begin to run, upon the date purposes of this AgreementAgreement fully and fairly disclosed shall have the meaning given to it in the Company Disclosure Letter. (bf) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in any Exhibit or Schedule hereto, the table of contents hereto and the index of defined terms are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure matter set forth in any Schedule or in any section or subsection of any Schedule shall be deemed set forth only for purposes of such Schedules or such section or subsection, and not for purposes of any other Schedule to which such disclosure is relevantSchedule, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulesection or subsection. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”“or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to “$” or dollars shall refer to United States dollars. Each representation, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in any Exhibit or Schedule hereto, the table of contents hereto and the index of defined terms are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily reasonably apparent that such disclosure is relevant to such other Schedule. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”“or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to “$” or dollars shall refer to United States dollars. Each representationAll representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. No Person is asserting the truth of any representation and warranty set forth in this Agreement; rather the parties have agreed that if any representations and warranties of any party prove untrue, warranty, covenant and agreement contained herein the other party shall have independent significance. Accordinglythe specific rights and remedies herein specified as the exclusive remedy therefor, if but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort) are permitted to any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless party hereto as a result of the relative levels untruth of specificity) shall not detract from any such representation and warranty. Any document, list or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement other item shall be deemed to involve an undertaking on the part of the Contributors have been “made available” to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein Purchaser for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date all purposes of this AgreementAgreement if such document, list or other item was posted in the electronic dataroom established by the Company in connection with the Transactions or a physical or electronic copy thereof was delivered to Purchaser or its Representatives. (ba) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. The following provisions shall be applied wherever appropriate herein: (ai) “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion of this Agreement in which any such word is used; (ii) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural; (iii) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders; (iv) all accounting terms not specifically defined herein shall be construed in accordance with GAAP; (v) this Agreement shall be deemed to have been drafted by the parties and this Agreement shall not be construed against any party as the principal draftsperson hereof; (vi) any references herein to a particular Section, Article, Exhibit or disclosure letter means a Section or Article of, or an Exhibit or disclosure letter to, this Agreement unless another agreement is specified; (vii) all references or citations in this Agreement to Law, statutes or regulations or Law, statutory or regulatory provisions shall, when the context requires, be considered citations to such statutes, regulations, or provisions directly or indirectly superseding such statutes, regulations, or provisions; (viii) the Exhibits and disclosure letters attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (ix) the headings in this Agreement are for convenience of identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof; (x) unless otherwise expressly provided, wherever the consent of any person is required or permitted herein, such consent may be withheld in such person’s sole and absolute discretion; (xi) including” means “including, without limitation;” (xii) all references to “dollars” or “$” shall be deemed references to the lawful money of the United States of America and (xiii) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if.” The headings contained herein and disclosure of any matter or item in any Exhibit or Schedule hereto, the table of contents disclosure letter hereto and the index of defined terms are for reference purposes only and shall not affect in be deemed to constitute an acknowledgement that any way the meaning such matter is required to be disclosed or interpretation hereofis otherwise material. Any disclosure matter set forth in any Schedule provision, subprovision, section or subsection of any disclosure letter hereto shall only be deemed set forth to be an exception to (or, as applicable, a disclosure for the purposes of) (A) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (B) any other Schedule to which such disclosure is relevantrepresentations and warranties (or covenants, as applicable) that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for the extent that it is readily apparent that purposes of) such disclosure is relevant to such other Schedule. All Exhibits representations and Schedules annexed hereto warranties (or referred to herein are hereby incorporated in and made a part hereof covenants, as if set forth in full hereinapplicable) would be reasonably apparent. Any capitalized terms used in any Schedule Exhibit or Exhibit, disclosure letter but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to “$” or dollars shall refer to United States dollars. Each representation, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in any Exhibit or Schedule hereto, the table of contents hereto and the index of defined terms are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedule. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to “$” or dollars shall refer to United States dollars. Each representationAny document, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant list or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement other item shall be deemed to involve have been “made available” to such Purchaser for all purposes of this Agreement if an undertaking on the part of the Contributors electronic copy document, list or other item (in final execution form and including all material amendments, supplements, and modifications thereto, in each case as applicable) was delivered to cause such Contributed Company Purchaser or Subsidiary thereof to take such action. Except its Representatives or uploaded to the extent a shorter time period is expressly set forth herein electronic data room for a particular cause of action“Project Accelerate” operated by Donnelley Financial Solutions Venue, actions hereunder may be brought as such materials were posted to the electronic data room at any time least three Business Days prior to the expiration date of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty this Agreement and not removed on or covenant contained herein shall accrue, and the statute of limitations period shall begin prior to run, upon the date of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulethis Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined hereinin this Agreement. When a reference is made The definitions of terms herein shall apply equally to 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 herein to a Section“dollars”, Exhibit “U.S. dollars” or Schedule, such reference “$” shall be deemed to be references to the lawful money of the United States. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Other than with respect to the Outside Date, if any time period for giving notice or taking action hereunder expires on a Section ofday which is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such non-Business Day. Unless the context requires otherwise (i) any definition of or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any reference to any agreement, instrument or statute defined or referred other document herein shall be construed as referring to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute other document as from time to time amended, modified supplemented or supplementedotherwise modified, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular any reference herein to any Person shall be construed to include the plural such Person’s successors and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; assigns, (iii) the terms words “herein”, “hereof” and “herein” hereunder”, and words of similar import import, shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) in its entirety and not to any particular provision of this Agreement; and hereof, (iv) all references herein to “$” or dollars Articles, Sections, Exhibits and Schedules shall be construed to refer to United States dollars. Each representationArticles and Sections of, warrantyand Exhibits and Schedules to, covenant this Agreement, (v) the words “asset” and agreement contained “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, (vi) any reference herein to “material to the Business” shall be construed to mean “material to the Business, taken as a whole” (vii) all accounting terms not specifically defined herein shall have independent significance. Accordinglybe construed in accordance with the Accounting Principles, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificityviii) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on have been drafted by Purchaser and Seller, and this Agreement shall not be construed against any party as the part principal draftsperson hereof, (ix) all references or citations in this Agreement to Laws shall, when the context requires, be considered references or citations to any successor Laws, and shall be deemed to also refer to all rules and regulations promulgated thereunder, (x) the word “or” shall not be exclusive, (xi) the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if” and (xii) the phrases “provided”, “delivered”, or “made available”, when used in this Agreement, shall mean that the information referred to has been physically or electronically delivered to the relevant parties, including in the case of “made available” to Purchaser prior to Closing, material that has been posted in the Contributors “data room” (virtual) and established by Seller or its Representatives and to cause such Contributed Company or Subsidiary thereof to take such action. Except which, and to the extent a shorter time period is expressly set forth herein for a particular cause of actionto which, actions hereunder may be brought at any time Purchaser and its Representatives have had access prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) Each party acknowledges that it has been advised by counsel during the course of negotiation of this Agreement, and, therefore, that this Agreement shall be interpreted without regard to any presumption or rule requiring construction against the party causing this Agreement to be drafted. When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. The headings contained herein and in any Exhibit or Schedule hereto, the table of contents hereto and the contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedule. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof as if set forth in full hereinthis Agreement. Any capitalized terms term used in any Schedule or Exhibit, Exhibit but not otherwise defined therein, therein shall have the meaning as defined hereinassigned to such term in this Agreement. When a reference is made herein to a SectionWhenever the words “include”, Exhibit “includes” or Schedule“including” are used in this Agreement, such reference they shall be deemed to a Section ofbe followed by the words “without limitation”. The words “hereof”, or an Exhibit or Schedule to“hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement unless otherwise indicatedshall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is 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 definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or statute law defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute law 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 thereinunless otherwise specifically indicated. References to a Person person are also to its permitted successors and assigns. For Unless otherwise specifically indicated, all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of references to “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereofdollars” and “herein$” and will be deemed references to the lawful money of the United States of America. Whenever the words of “made available to the Company” or similar import shall be construed to refer to words are used in this Agreement as a whole (including all the Exhibits and Schedules) and not with respect to any particular provision of this Agreement; and (iv) all references herein documents or other information, such words shall mean that such documents or information are available to “$” or dollars shall refer to United States dollars. Each representation, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action Jupiter Parent prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon through the date of this AgreementAgreement in the electronic data room maintained by Xxxxxxx Corporation. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulethis Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule or Exhibit, but not otherwise defined therein, therein shall have the meaning as defined hereinin this Agreement. When a reference is made The definitions of terms herein shall apply equally to 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 herein to a Section“dollars”, Exhibit “U.S. dollars” or Schedule, such reference “$” shall be deemed to be references to the lawful money of the United States. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Other than with respect to the Outside Date, if any time period for giving notice or taking action hereunder expires on a Section ofday which is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such non-Business Day. Unless the context requires otherwise, (i) any definition of or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any reference to any agreement, instrument or statute defined or referred other document herein shall be construed as referring to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute other document as from time to time amended, supplemented or otherwise modified or supplemented, including (other than any such reference in the case of agreements Parent Disclosure Letter, which shall only be applicable to the amendments, supplements 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 other modifications expressly specified therein. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement), unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular any reference herein to any Person shall be construed to include the plural such Person’s successors and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; assigns, (iii) the terms words “herein”, “hereof” and “herein” hereunder”, and words of similar import import, shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) in its entirety and not to any particular provision of this Agreement; and hereof, (iv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) the words “$asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, (vi) any reference herein to “material to the Business” shall be construed to mean “material to the Business, taken as a whole”, (vii) all accounting terms not specifically defined herein shall be construed in accordance with the Accounting Principles, (viii) this Agreement shall be deemed to have been drafted by Purchaser and Parent, and this Agreement shall not be construed against any party as the principal draftsperson hereof, (ix) all references or citations in this Agreement to Laws shall, when the context requires, be considered references or citations to any successor Laws, and shall be deemed to also refer to all rules and regulations promulgated thereunder, (x) the word “or” shall not be exclusive, (xi) the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if” and (xii) the phrases “provided”, “delivered” or dollars “made available”, when used in this Agreement, shall refer mean that the information referred to United States dollarshas been physically or electronically delivered to the relevant parties, which, in the case of “provided”, “delivered” or “made available” to Purchaser prior to Closing, such material has been posted in the Project Iris “data room” (virtual) established by Parent or its representatives and hosted by Intralinks and to which, and to the extent to which, Purchaser and its representatives have had access prior to the date of this Agreement. Each representation, warranty, covenant representation and agreement contained herein shall have warranty in the Transaction Agreements is given independent significance. Accordingly, effect so that if any representation, warranty, covenant a particular representation or agreement contained herein warranty proves to be incorrect or is breached, the fact that there exists another representation, warranty, covenant representation or agreement relating to warranty concerning the same or similar subject matter (regardless of is correct or is not breached, whether such other representation or warranty is more general or more specific, narrower or broader or otherwise, will not affect the relative levels of specificity) shall not detract from incorrectness or mitigate the breach of the first representation, such particular representation or warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulethis Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined hereinin this Agreement. When a reference is made The definitions of terms herein shall apply equally to a Sectionthe singular and plural forms of the terms defined. Whenever the context may require, Exhibit or Scheduleany pronoun shall include the corresponding masculine, such reference feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Other than with respect to the Outside Date, if any time period for giving notice or taking action hereunder expires on a Section ofday which is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such non-Business Day. Unless the context requires otherwise (i) any definition of or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any reference to any agreement, instrument or statute defined or referred other document herein shall be construed as referring to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute other document as from time to time amended, modified supplemented or supplementedotherwise modified, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular any reference herein to any Person shall be construed to include the plural such Person’s successors and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; assigns, (iii) the terms words “herein”, “hereof” and “herein” hereunder”, and words of similar import import, shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) in its entirety and not to any particular provision of this Agreement; and hereof, (iv) all references herein to “$” or dollars Articles, Sections, Exhibits and Schedules shall be construed to refer to United States dollarsArticles and Sections of, and Exhibits and Schedules to, this Agreement, (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, (vi) any reference herein to “material to the Business” shall be construed to mean “material to the Business, taken as a whole” (vii) all accounting terms not specifically defined herein shall be construed in accordance with the Accounting Principles, (viii) this Agreement shall be deemed to have been drafted by Purchaser and Seller, and this Agreement shall not be construed against any party as the principal draftsperson hereof, (ix) all references or citations in this Agreement to Laws shall, when the context requires, be considered references or citations to any successor Laws, and shall be deemed to also refer to all rules and regulations promulgated thereunder, (x) the word “or” shall not be exclusive, (xi) the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”, (xii) the phrases “provided”, “delivered”, or “made available”, when used in this Agreement, shall mean that the information referred to has been physically or electronically delivered to the relevant parties, including, in the case of material “provided”, “delivered”, or “made available” to Purchaser, that, except as expressly specified in the second sentence of Section 3.01(b), such material has been posted in the “data room” (virtual) established by Seller or its representatives and to which, but only to the extent to which, Purchaser and its representatives had access to such information prior to execution of this Agreement, and (xiii) for purposes of Article II and Article III, any reference to Transferred Company shall include its predecessor-in-interest solely to the extent the business, operations, assets, properties or liabilities of such predecessor-in-interest comprised the Business. Each representation, warranty, covenant The parties hereto intend that each representation and agreement warranty contained herein shall have independent significance. Accordingly, if If any representation, warranty, covenant party has breached any representation or agreement warranty contained herein is breachedin any respect, the fact that there exists another representation, warranty, covenant representation or agreement warranty relating to the same subject matter (regardless of the relative levels of specificity) that the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, representation or warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The following provisions shall be applied wherever appropriate herein: (i) “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion of this Agreement in which any such word is used; (ii) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural; (iii) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders; (iv) all accounting terms not specifically defined herein shall be construed in accordance with GAAP; (v) this Agreement shall be deemed to have been drafted jointly by the parties hereto and this Agreement shall not be construed against any party as the principal draftsperson hereof; (vi) any references herein to a particular Section, Article, Exhibit or disclosure letter means a Section or Article of, or an Exhibit or disclosure letter to, this Agreement unless another agreement is specified; (vii) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall, when the context requires, be considered citations to such statutes, regulations, or provisions directly or indirectly superseding such statutes, regulations, or provisions; (viii) the Exhibits and disclosure letters attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (ix) the headings contained herein in this Agreement are for convenience of identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof; (x) “including” (or any variation thereof) means including, without limitation; and (xi) “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 disclosure of any matter or item in any Exhibit or Schedule hereto, the table of contents disclosure letter hereto and the index of defined terms are for reference purposes only and shall not affect in be deemed to constitute an acknowledgement that any way the meaning such matter is required to be disclosed or interpretation hereofis otherwise material. Any disclosure matter set forth in any Schedule provision, subprovision, section or subsection of any disclosure letter hereto shall be deemed to be disclosed and incorporated by reference in any other provision, subprovision, section or subsection of such disclosure letter as though fully set forth for purposes of any other Schedule to which such disclosure is relevant, but only therein to the extent that it is readily apparent that the applicability of such information and disclosure is relevant to such other Schedule. All Exhibits and Schedules annexed hereto provision, subprovision, section or referred to herein are hereby incorporated in and made a part hereof as if set forth in full hereinsubsection is reasonably apparent on its face. Any capitalized terms used in any Schedule Exhibit or Exhibit, disclosure letter but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to “$” or dollars shall refer to United States dollars. Each representation, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulethis Agreement. All Exhibits Exhibits, the Disclosure Letter and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, Exhibit but not otherwise defined therein, shall have the meaning as defined hereinin this Agreement. When a reference is made herein in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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 All references to all attachments thereto and instruments incorporated therein. References days or months shall be deemed to a Person are also be references to its permitted successors and assigns. For all purposes of this Agreementcalendar days or months, unless otherwise specified herein, (i) ”orexpressly noted otherwise. All references to “$” shall be construed in the inclusive sense of “and/or”; (ii) deemed references to United States dollars. The words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof,” “hereto,” “herein” and “hereinhereunder” and words of similar import shall be construed referring to this Agreement refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to . The word “$including” or dollars any variation thereof means ‘including, without limitation” and shall refer not be construed to United States dollarslimit any general statement that it follows to the specific or similar items or matters immediately following it. Each representationUnless the context otherwise clearly indicates, warranty, covenant and agreement contained herein (i) each defined term used in this Agreement shall have independent significance. Accordinglya comparable meaning when used in its plural or singular form, if any representation(ii) the masculine gender shall also include the feminine and neutral genders and vice versa, warranty, covenant or agreement contained herein is breached, (iii) the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement word “or” shall be deemed to involve an undertaking on be inclusive and not exclusive and (vi) whenever the part of the Contributors words “made available to cause Purchase” or similar words are used in this Agreement with respect to any documents or other information, such Contributed Company words shall mean that such documents or Subsidiary thereof information were available to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time Purchaser prior to the expiration date of execution of this Agreement in the electronic dataroom maintained on behalf of the longest time period permitted Company by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this AgreementXxxxxxx Corporation. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in any Exhibit or Schedule hereto, the table of contents hereto and the index of defined terms are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedule. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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. If any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day. References to a Person person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”“or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to “$” or dollars shall refer to United States dollars. Each representation, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (ba) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article of, a Section of, or an Exhibit to, this Agreement unless otherwise indicated. The headings contained herein and in any Exhibit or Schedule hereto, the table of contents hereto and the index of defined terms headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereofof this Agreement. Any disclosure set forth Whenever the words “include”, “includes”, “including” or “such as” are used in any Schedule this Agreement, they shall be deemed set forth for purposes to be followed by the words “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” 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 other Schedule particular provision of this Agreement. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such disclosure is relevantphrase shall not mean simply “if”. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to September 26, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedule2008. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof as if set forth in full herein. Any capitalized terms Whenever used in this Agreement, any Schedule noun or Exhibit, but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference pronoun shall be deemed to include the plural as well as the singular and to cover all genders. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. Unless a Section ofcontrary intent is apparent, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreementany Contract, instrument or statute law defined or referred to herein or in any agreement Contract or instrument that is referred to herein means such agreementContract, instrument or statute law as from time to time amended, modified or supplemented, including (in the case of agreements Contracts or instruments) by waiver or consent and (in the case of statuteslaw) by succession of comparable successor statutes law and references to all attachments thereto and instruments incorporated therein. References to a Person person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”orthe “knowledge of the Company” shall be construed in mean the inclusive sense knowledge of “and/or”Xxxxx X. Xxxx, Chief Executive Officer; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural Xxxx X. Xxxxxx, Executive Vice President, General Counsel and vice versa Corporate Secretary; J. Xxxxxxx Xxxxx, Senior Vice President, Chief Financial Officer and words (including capitalized terms defined herein) Treasurer; Xxxxx X. Xxxxxx, Consultant, Acting Executive Vice President - Human Resources; Xxxx X. Xxxxxxxxxxxxx, Consultant, Acting Executive Vice President - Operations; Xxxxxx Xxxxxxx, Senior Vice President of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this AgreementSupply Chain; and (iv) all references herein to “$” or dollars shall refer to United States dollars. Each representationXxxxxx Xxxxxxx, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless Senior Vice President of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this AgreementPurchasing. (b) For all purposes hereofof this Agreement:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The following provisions shall be applied wherever appropriate herein: (i) “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion of this Agreement in which any such word is used; (ii) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural; (iii) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders; (iv) all accounting terms not specifically defined herein shall be construed in accordance with GAAP; (v) this Agreement shall be deemed to have been drafted by the parties and this Agreement shall not be construed against any party as the principal draftsperson hereof; (vi) any references herein to a particular Section, Article, Exhibit or disclosure letter means a Section or Article of, or an Exhibit or disclosure letter to, this Agreement unless another agreement is specified; (vii) all references or citations in this Agreement to Law, statutes or regulations or Law, statutory or regulatory provisions shall, when the context requires, be considered citations to such statutes, regulations, or provisions directly or indirectly superseding such statutes, regulations, or provisions; (viii) the Exhibits and disclosure letters attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (ix) the headings contained herein in this Agreement are for convenience of identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof; (x) unless otherwise expressly provided, wherever the consent of any person is required or permitted herein, such consent may be withheld in such person’s sole and absolute discretion; (xi) including” means “including, without limitation;” (xii) all references to “dollars” or “$” shall be deemed references to the lawful CLI-2060753v12 money of the United States of America and (xiii) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if.” The disclosure of any matter or item in any Exhibit or Schedule hereto, the table of contents disclosure letter hereto and the index of defined terms are for reference purposes only and shall not affect in be deemed to constitute an acknowledgement that any way the meaning such matter is required to be disclosed or interpretation hereofis otherwise material. Any disclosure matter set forth in any Schedule provision, subprovision, section or subsection of any disclosure letter hereto shall only be deemed set forth to be an exception to (or, as applicable, a disclosure for the purposes of) (A) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (B) any other Schedule to which such disclosure is relevantrepresentations and warranties (or covenants, as applicable) that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for the extent that it is readily apparent that purposes of) such disclosure is relevant to such other Schedule. All Exhibits representations and Schedules annexed hereto warranties (or referred to herein are hereby incorporated in and made a part hereof covenants, as if set forth in full hereinapplicable) would be reasonably apparent. Any capitalized terms used in any Schedule Exhibit or Exhibit, disclosure letter but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to “$” or dollars shall refer to United States dollars. Each representation, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulethis Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined hereinin this Agreement. When a reference is made The definitions of terms herein shall apply equally to a Sectionthe singular and plural forms of the terms defined. Whenever the context may require, Exhibit or Scheduleany pronoun shall include the corresponding masculine, such reference feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Other than with respect to the Outside Date, if any time period for giving notice or taking action hereunder expires on a Section ofday which is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such non-Business Day. Unless the context requires otherwise (i) any definition of or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any reference to any agreement, instrument or statute defined or referred other document herein shall be construed as referring to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute other document as from time to time amended, modified supplemented or supplementedotherwise modified, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular any reference herein to any Person shall be construed to include the plural such Person’s successors and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; assigns, (iii) the terms words “herein”, “hereof” and “herein” hereunder”, and words of similar import import, shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) in its entirety and not to any particular provision of this Agreement; and hereof, (iv) all references herein to “$” or dollars Articles, Sections, Exhibits and Schedules shall be construed to refer to United States dollars. Each representationArticles and Sections of, warrantyand Exhibits and Schedules to, covenant this Agreement, (v) the words “asset” and agreement contained “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, (vi) any reference herein to “material to the Business” shall be construed to mean “material to the Business, taken as a whole” (vii) all accounting terms not specifically defined herein shall have independent significance. Accordinglybe construed in accordance with the Accounting Principles, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificityviii) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on have been drafted by Purchaser and Seller, and this Agreement shall not be construed against any party as the part of principal draftsperson hereof, (ix) all references or citations in this Agreement to Laws shall, when the Contributors context requires, be considered references or citations to cause any successor Laws, and shall be deemed to also refer to all rules and regulations promulgated thereunder, (x) the word “or” shall not be exclusive, (xi) the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”, (xii) any reference to this “Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such Contributed Company other agreement or Subsidiary thereof document as the same may have been, or may from time to take such action. Except time be, amended, varied, novated or supplemented, and (xiii) the phrases “provided”, “delivered”, or “made available” to Purchaser, when used in this Agreement, shall mean that the information referred to has been posted in the Data Room to which, and to the extent a shorter to which, Purchaser and its Representatives have had access no later than 5:00 p.m. New York City time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time two calendar days prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this AgreementSigning Date. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereofof this Agreement. Any disclosure matter set forth in any Schedule provision, subprovision, section or subsection of any Schedule, including the Seller Disclosure Schedule, shall be deemed to also be set forth for purposes in each other provision, subprovision, section or subsection of any other Schedule to which such disclosure is relevantSchedule, but only including the Seller Disclosure Schedule, to the extent that it is readily reasonably apparent that such disclosure is relevant matter relates to such other Scheduleprovision, subprovision, section or subsection. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, Exhibit but not otherwise defined therein, shall have the meaning as defined hereinin this Agreement. When a reference is made herein in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreementFor purposes of (i) Articles II, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent III and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. For all purposes IV of this Agreement, unless otherwise specified hereinreferences to U.S. dollar amounts shall also be deemed to be references to the foreign currency equivalents of such amounts as calculated as of October 1, (i) ”or” shall be construed in the inclusive sense of “and/or”2004; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision Article V of this Agreement; and (iv) all , references herein to “$” or dollars U.S. dollar amounts shall refer to United States dollars. Each representation, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall also be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except be references to the extent a shorter time period is expressly set forth herein for a particular cause foreign currency equivalents of action, actions hereunder may be brought at any time prior to the expiration such amounts as calculated as of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement and (iii) Article VIII of this Agreement, references to U.S. dollar amounts shall also be deemed to be references to the foreign currency equivalents of such amounts as calculated as of the date that notice with respect to a claim for indemnification is delivered pursuant to Article VIII. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulethis Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined hereinin this Agreement. When a reference is made The definitions of terms herein shall apply equally to a Sectionthe singular and plural forms of the terms defined. Whenever the context may require, Exhibit or Scheduleany pronoun shall include the corresponding masculine, such reference feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. If any time period for giving notice or taking action hereunder expires on a Section ofday which is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such non-Business Day. Unless the context requires otherwise (i) any definition of or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any reference to any agreement, instrument or statute defined or referred other document herein shall be construed as referring to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute other document as from time to time amended, modified supplemented or supplementedotherwise modified; provided that the foregoing shall not apply to the Seller Disclosure Letter, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) any reference to “material to the plural and vice versa and words (including capitalized terms defined herein) of one gender Business” shall be construed to include mean “material to the other gender Business, taken as the context requires; a whole”, (iiiiv) the terms words “herein”, “hereof” and “herein” hereunder”, and words of similar import import, shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) in its entirety and not to any particular provision of this Agreement; and hereof, (ivv) all references herein to “$” or dollars Articles, Sections, Exhibits and Schedules shall be construed to refer to United States dollars. Each representationArticles and Sections of, warrantyand Exhibits and Schedules to, covenant this Agreement, (vi) the words “asset” and agreement contained “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, (vii) all accounting terms not specifically defined herein shall have independent significance. Accordinglybe construed in accordance with the Accounting Principles, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificityviii) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on have been drafted by Purchaser and Seller, and this Agreement shall not be construed against any party as the part principal draftsperson hereof, (ix) all references or citations in this Agreement to Laws shall, when the context requires, be considered references or citations to any successor Laws, and shall be deemed to also refer to all rules and regulations promulgated thereunder, (x) the word “or” shall not be exclusive, (xi) the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if” and (xii) the phrases “provided”, “delivered”, or “made available”, when used in this Agreement, shall mean that the information referred to has been physically or electronically delivered to the relevant parties, including in the case of “made available” to Purchaser prior to Closing, material that has been posted in the Contributors “data room” (virtual) hosted by Intralinks and established by Seller or its representatives and to cause such Contributed Company or Subsidiary thereof to take such action. Except which, and to the extent a shorter time period is expressly set forth herein for a particular cause of actionto which, actions hereunder may be brought at any time Purchaser and its representatives had received such information or had access to such information, as applicable, prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation11:59 p.m. on May 27, warranty or covenant contained herein shall accrue2019, and the statute of limitations period shall begin to run, upon such information and such access has been continuously available since the date of this Agreementit was provided or access was granted. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in any Exhibit or Schedule hereto, the table of contents hereto and the index of defined terms are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedule; provided, however, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific Schedule, or the section or subsection of the Schedule, corresponding to such Fundamental Representation. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”“or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” ’ and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to “$” or dollars shall refer to United States dollars. Each representation, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires the Companies or any Contributed Company or Subsidiary thereof to take any action prior to the Closingaction, such requirement shall be deemed to involve an undertaking on the part of the Contributors Sellers to cause the Companies or such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon discovery of such breach by the party seeking to assert such cause of action. Any document, list or other item shall be deemed to have been “made available,” “delivered” or “furnished” to Purchaser for all purposes of this Agreement only if such document, list or other item was available in the electronic dataroom established by or on behalf of the Companies in connection with the Transactions and Purchaser and its Representatives were given full access to such document, list or other item prior to 11:59 p.m. (New York, New York time) two (2) days preceding the date of this Agreementhereof. (b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and the Ancillary Agreements and, in the event an ambiguity or question of intent or interpretation arises, this Agreement and the Ancillary Agreements shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement and the Ancillary Agreements. (c) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulethis Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, Exhibit but not otherwise defined therein, therein shall have the meaning as defined hereinin this Agreement. When a reference is made herein in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified hereinhereof, (i) ”or” definitions of terms shall be construed in apply equally to the inclusive sense singular and plural forms of “and/or”; the terms defined, (ii) words (including capitalized terms defined herein) in whenever the singular context may require, any pronoun shall be construed to include the plural corresponding masculine, feminine and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; neuter forms, (iii) the terms “hereofinclude”, “includes” and “including” shall be deemed to be followed by the words “without limitation”, (iv) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; Agreement and (ivv) all references herein to the word “$extent” or dollars shall refer to United States dollars. Each representation, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, in the fact that there exists another representation, warranty, covenant or agreement relating phrase “to the same extent” shall mean the degree to which a subject matter (regardless or other thing extends, and shall not simply mean “if”. The Parties have participated jointly in the negotiation and drafting of this Agreement. Any ambiguities with respect to any provision of this Agreement will 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 relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach authorship of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date provisions of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulethis Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined hereinin this Agreement. When a reference is made The definitions of terms herein shall apply equally to a Sectionthe singular and plural forms of the terms defined. Whenever the context may require, Exhibit or Scheduleany pronoun shall include the corresponding masculine, such reference feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Other than with respect to the Outside Date, if any time period for giving notice or taking action hereunder expires on a Section ofday which is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such non-Business Day. Unless the context requires otherwise (i) any definition of or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any reference to any agreement, instrument or statute defined or referred other document herein shall be construed as referring to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute other document as from time to time amended, modified supplemented or supplementedotherwise modified, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular any reference herein to any Person shall be construed to include the plural such Person’s successors and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; assigns, (iii) the terms words “herein”, “hereof” and “herein” hereunder”, and words of similar import import, shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) in its entirety and not to any particular provision of this Agreement; and hereof, (iv) all references herein to “$” or dollars Articles, Sections, Exhibits and Schedules shall be construed to refer to United States dollars. Each representationArticles and Sections of, warrantyand Exhibits and Schedules to, covenant this Agreement, (v) the words “asset” and agreement contained “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, (vi) any reference herein to “material to the Business” shall be construed to mean “material to the Business, taken as a whole” (vii) all accounting terms not specifically defined herein shall have independent significance. Accordinglybe construed in accordance with the Accounting Principles, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificityviii) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on have been drafted by Purchaser and Seller, and this Agreement shall not be construed against any party as the part of principal draftsperson hereof, (ix) all references or citations in this Agreement to Laws shall, when the Contributors context requires, be considered references or citations to cause any successor Laws, and shall be deemed to also refer to all rules and regulations promulgated thereunder, (x) the word “or” shall not be exclusive, (xi) the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”, (xii) any reference to this “Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such Contributed Company other agreement or Subsidiary thereof document as the same may have been, or may from time to take such action. Except time be, amended, varied, novated or supplemented, and (xiii) the phrases “provided”, “delivered”, or “made available” to Purchaser, when used in this Agreement, shall mean that the information referred to has been posted in the Data Room to which, and to the extent a shorter to which, Purchaser and its Representatives have had access no later than 5:00 p.m. New York City time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time two calendar days prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The following provisions shall be applied wherever appropriate herein: (i) “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion of this Agreement in which any such word is used; (ii) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural; (iii) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders; (iv) all accounting terms not specifically defined herein shall be construed in accordance with GAAP; (v) this Agreement shall be deemed to have been drafted by the parties and this Agreement shall not be construed against any party as the principal draftsperson hereof; (vi) any references herein to a particular Section, Article, Exhibit or disclosure letter means a Section or Article of, or an Exhibit or disclosure letter to, this Agreement unless another agreement is specified; (vii) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall, when the context requires, be considered citations to such statutes, regulations, or provisions directly or indirectly superseding such statutes, regulations, or provisions; (viii) the Exhibits and disclosure letters attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (ix) the headings contained herein in this Agreement are for convenience of identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof; (x) unless otherwise expressly provided, wherever the consent of any person is required or permitted herein, such consent may be withheld in such person’s sole and absolute discretion; (xi) “including” means “including, without limitation;” (xii) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; and (xiii) any reference in this Agreement to “$” shall mean U.S. dollars unless indicated otherwise. The disclosure of any matter or item in any Exhibit or Schedule hereto, the table of contents disclosure letter hereto and the index of defined terms are for reference purposes only and shall not affect in be deemed to constitute an acknowledgement that any way the meaning such matter is required to be disclosed or interpretation hereofis otherwise material. Any disclosure matter set forth in any Schedule shall provision, subprovision, section or subsection of any disclosure letter hereto shall, unless the context otherwise manifestly requires, be deemed set forth for all purposes of any other Schedule to which such the disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedule. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof as if set forth in full hereinletter. Any capitalized terms used in any Schedule Exhibit or Exhibit, disclosure letter but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to “$” or dollars shall refer to United States dollars. Each representation, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in any Exhibit or Schedule hereto, the table of contents hereto and the index of defined terms are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedule. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”“or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to the terms “$including” or dollars shall refer to United States dollars. Each representationand “include” mean “including, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, without limiting the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless generality of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (b) For all purposes hereof:foregoing”; and

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulethis Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined hereinin this Agreement. When a reference is made The definitions of terms herein shall apply equally to a Sectionthe singular and plural forms of the terms defined. Whenever the context may require, Exhibit or Scheduleany pronoun shall include the corresponding masculine, such reference feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. If any time period for giving notice or taking action hereunder expires on a Section ofday which is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such non-Business Day. Unless the context expressly requires otherwise: (i) any definition of or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any reference to any agreement, instrument or statute defined or referred other document herein shall be construed as referring to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute other document as from time to time amended, modified supplemented or supplementedotherwise modified, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular any reference herein to any Person shall be construed to include the plural such Person’s successors and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; assigns, (iii) the terms words “herein”, “hereof” and “herein” hereunder”, and words of similar import import, shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) in its entirety and not to any particular provision of this Agreement; and hereof, (iv) all references herein to “$” or dollars Articles, Sections, Exhibits and Schedules shall be construed to refer to United States dollars. Each representationArticles and Sections of, warrantyand Exhibits and Schedules to, covenant this Agreement, (v) the words “asset” and agreement contained “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, (vi) all accounting terms not specifically defined herein shall have independent significance. Accordinglybe construed in accordance with IFRS, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificityvii) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on have been drafted by Purchaser, Seller and Company, and this Agreement shall not be construed against any party as the part principal draftsperson hereof or thereof, (viii) all references or citations in this Agreement to Laws shall, when the context requires, be considered citations to such successor Laws, (ix) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, (x) the word “or” shall not be exclusive, (xi) the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”, (xii) references to “the ordinary course of business” shall mean the ordinary course of business consistent with past practices of such Person, both in terms of the Contributors action taken (or action not taken) and degree and manner of such action taken, (xiii) the phrases “provided”, “delivered” or “made available”, when used in this Agreement, shall mean that the information referred to cause such Contributed Company has been physically or Subsidiary thereof electronically delivered to take such action. Except the relevant parties, including in the case of “made available” to Purchaser prior to Closing, material that has been posted in the “data room” (virtual) hosted by smartroom and established by Seller or its representatives and to which, and to the extent a shorter time period is expressly set forth herein to which, Purchaser and its representatives have had continuing access and (xiv) for a particular cause purposes of action, actions hereunder may be brought at any time prior to calculating the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, Initial Closing Date Amount and the statute Final Closing Date Amount, each of limitations period Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses, the Estimated Change of Control Payments, Closing Cash, Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses and the Closing Change of Control Payments shall begin to run, upon the date be converted from GBP into USD at an exchange rate of this Agreement1.3099. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in any Exhibit or Schedule hereto, the table of contents hereto and the index of defined terms are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any the Seller Disclosure Schedule, Carlyle Buyer Disclosure Schedule or T&D Disclosure Schedule shall be deemed set forth for purposes of any other Schedule section of such schedule to which such disclosure is relevant, but only to the extent that it is readily reasonably apparent that such disclosure is relevant to such other Schedulesection. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined herein. When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”“or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; (iv) the term “including” means “including, without limitation”; and (ivv) all references herein to “$” or dollars shall refer to United States dollars. Each representation, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if Any statement that any representation, warranty, covenant or agreement contained herein is breached, the fact document has been “made available” to (x) T&D means that there exists another representation, warranty, covenant or agreement relating such document has been uploaded in full to the same subject matter electronic data site titled “Carlyle – Project Fxxxxx Capital Raise Process” and maintained by Intralinks, and (regardless of the relative levels of specificityy) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior Carlyle Buyer means that such document has been uploaded in full to the Closingelectronic data site titled “Project Fxxxxx” and maintained by SmartRoom (BMC Group), such requirement shall be deemed to involve an undertaking in each case not later than 3:00 pm Eastern Standard Time on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreementhereof. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulethis Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined hereinin this Agreement. When a reference is made The definitions of terms herein shall apply equally to a Sectionthe singular and plural forms of the terms defined. Whenever the context may require, Exhibit or Scheduleany pronoun shall include the corresponding masculine, such reference feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Other than with respect to the Outside Date, if any time period for giving notice or taking action hereunder expires on a Section ofday which is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such non-Business Day. Unless the context requires otherwise (i) any definition of or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any reference to any agreement, instrument or statute defined or referred other document herein shall be construed as referring to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute other document as from time to time amended, modified supplemented or supplementedotherwise modified, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular any reference herein to any Person shall be construed to include the plural such Person’s successors and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; assigns, (iii) the terms words “herein”, “hereof” and “herein” hereunder”, and words of similar import import, shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) in its entirety and not to any particular provision of this Agreement; and hereof, (iv) all references herein to “$” or dollars Articles, Sections, Exhibits and Schedules shall be construed to refer to United States dollars. Each representationArticles and Sections of, warrantyand Exhibits and Schedules to, covenant this Agreement, (v) the words “asset” and agreement contained “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, (vi) any reference herein to “material to the Business” shall be construed to mean “material to the Business, taken as a whole” (vii) all accounting terms not specifically defined herein shall have independent significance. Accordinglybe construed in accordance with the Accounting Principles, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificityviii) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on have been drafted by Purchaser and Seller, and this Agreement shall not be construed against any party as the part principal draftsperson hereof, (ix) all references or citations in this Agreement to Laws shall, when the context requires, be considered references or citations to any successor Laws, and shall be deemed to also refer to all rules and regulations promulgated thereunder, (x) the word “or” shall not be exclusive, (xi) the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if” and (xii) the phrases “provided”, “delivered”, or “made available”, when used in this Agreement, shall mean that the information referred to has been physically or electronically delivered to the relevant parties, including in the case of “made available” to Purchaser prior to Closing, material that has been posted in the Contributors “data room” (virtual) and established by Seller or its representatives and to cause such Contributed Company or Subsidiary thereof to take such action. Except which, and to the extent a shorter time period is expressly set forth herein for a particular cause of actionto which, actions hereunder may be brought Purchaser and its representatives have had access at any time least one Business Day prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulethis Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined hereinin this Agreement. When a reference is made The definitions of terms herein shall apply equally to a Sectionthe singular and plural forms of the terms defined. Whenever the context may require, Exhibit or Scheduleany pronoun shall include the corresponding masculine, such reference feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. If any time period for giving notice or taking action hereunder expires on a Section ofday which is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such non-Business Day. Unless the context expressly requires otherwise: (i) any definition of or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any reference to any agreement, instrument or statute defined or referred other document herein shall be construed as referring to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute other document as from time to time amended, modified supplemented or supplementedotherwise modified, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular any reference herein to any Person shall be construed to include the plural such Person’s successors and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; assigns, (iii) the terms words “herein”, “hereof” and “herein” hereunder”, and words of similar import import, shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) in its entirety and not to any particular provision of this Agreement; and hereof, (iv) all references herein to “$” or dollars Articles, Sections, Exhibits and Schedules shall be construed to refer to United States dollars. Each representationArticles and Sections of, warrantyand Exhibits and Schedules to, covenant this Agreement, (v) the words “asset” and agreement contained “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, (vi) all accounting terms not specifically defined herein shall have independent significance. Accordinglybe construed in accordance with IFRS, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificityvii) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on have been drafted by Purchaser, Seller and Company, and this Agreement shall not be construed against any party as the part principal draftsperson hereof or thereof, (viii) all references or citations in this Agreement to Laws shall, when the context requires, be considered citations to such successor Laws, (ix) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, (x) the word “or” shall not be exclusive, (xi) the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”, (xii) references to “the ordinary course of business” shall mean the ordinary course of business consistent with past practices of such Person, both in terms of the Contributors action taken (or action not taken) and degree and manner of such action taken, (xiii) the phrases “provided”, “delivered” or “made available”, when used in this Agreement, shall mean that the information referred to cause such Contributed Company has been physically or Subsidiary thereof electronically delivered to take such action. Except the relevant parties, including in the case of “made available” to Purchaser prior to Closing, material that has been posted in the “data room” (virtual) hosted by smartroom and established by Seller or its representatives and to which, and to the extent a shorter time period is expressly set forth herein to which, Purchaser and its representatives have had continuing access and (xiv) for a particular cause purposes of action, actions hereunder may be brought at any time prior to calculating the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, Initial Closing Date Amount and the statute Final Closing Date Amount, each of limitations period Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses, the Estimated Change of Control Payments, Closing Cash, Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses and the Closing Change of Control Payments shall begin to run, upon the date be converted from GBP into USD at an exchange rate of this Agreement1.3099. (b) For all purposes hereof:: “Accounting Principles” means (i) the accounting practices, principles, policies, procedures and methodologies used in the preparation of the MPHE Financial Statements and (ii) to the extent not covered by the foregoing clause (i), IFRS in effect as of June 30, 2017. All amounts shall be calculated and expressed in GBP.

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulethis Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined hereinin this Agreement. When a reference is made The definitions of terms herein shall apply equally to a Sectionthe singular and plural forms of the terms defined. Whenever the context may require, Exhibit or Scheduleany pronoun shall include the corresponding masculine, such reference feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Other than with respect to the Outside Date, if any time period for giving notice or taking action hereunder expires on a Section ofday which is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such non-Business Day. Unless the context requires otherwise (i) any definition of or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any reference to any agreement, instrument or statute defined or referred other document herein shall be construed as referring to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute other document as from time to time amended, modified supplemented or supplementedotherwise modified, 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. References to a Person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular any reference herein to any Person shall be construed to include the plural such Person’s successors and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; assigns, (iii) the terms words “herein”, “hereof”, “hereto” and “herein” hereunder”, and words of similar import import, shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) in its entirety and not to any particular provision of this Agreement; and hereof, (iv) all references herein to “$” or dollars Articles, Sections, Exhibits and Schedules shall be construed to refer to United States dollars. Each representationArticles and Sections of, warrantyand Exhibits and Schedules to, covenant this Agreement, (v) the words “asset” and agreement contained “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, (vi) any reference herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to “material to the same subject matter Business” shall be construed to mean “material to the Business, taken as a whole”, (regardless of the relative levels of specificityvii) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on have been drafted by Purchaser and Seller, and this Agreement shall not be construed against any party as the part of principal draftsperson hereof, (viii) all references or citations in this Agreement to Laws shall, when the Contributors context requires, be considered references or citations to cause any successor Laws, and shall be deemed to also refer to all rules and regulations promulgated thereunder, (ix) the word “or” shall not be exclusive, (x) any reference to this “Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such Contributed Company other agreement or Subsidiary thereof document as the same may have been, or may from time to take such action. Except time be, amended, varied, novated or supplemented, (xi) the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”, (xii) the phrases “provided”, “delivered”, or “made available”, when used in this Agreement, shall mean that the information referred to has been posted in the “data room” (virtual) hosted by Datasite and established by Seller or its Representatives and to which, and to the extent a shorter time period is expressly set forth herein for a particular cause of actionto which, actions hereunder may be brought at any time Purchaser and its Representatives have had access prior to 10:00 a.m. Eastern Time on the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin day two days prior to run, upon the date of this Agreement or shared through PwC MFT2GO Platform and (xiii) all references to lists or copies of any documents (including those “provided”, “delivered”, or “made available” (or any phrase of similar import) to Purchaser or Seller (as applicable)) shall mean true, correct and complete copies of such lists or documents, as applicable. The Seller Disclosure Letter has been arranged, for purposes of convenience only, in separate sections and subsections corresponding to the Sections and subsections of this Agreement. Any information set forth in any section or subsection of the Seller Disclosure Letter shall be deemed to be disclosed for purposes of other Sections and subsections of this Agreement, shall be deemed to be incorporated by reference in each of the other sections and subsections of the Seller Disclosure Letter as though fully set forth in such other sections and subsections (whether or not specific cross-references are made) only to the extent the relevance of such information is reasonably apparent from the face of such disclosure. No reference to or disclosure of any item or other matter in the Seller Disclosure Letter or the Purchaser Disclosure Letter, as applicable shall be construed as an admission or indication that such item or other matter is material, that such item is outside the Ordinary Course or not consistent with past practice, or that such item or other matter is required to be referred to or disclosed in the Seller Disclosure Letter or the Purchaser Disclosure Letter, as applicable. The information set forth in the Seller Disclosure Letter or the Purchaser Disclosure Letter, as applicable, is disclosed solely for purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party to any third party of any matter whatsoever, including any violation of Law or breach of any Contract. The information set forth in the Seller Disclosure Letter or the Purchaser Disclosure Letter, as applicable, that are not required by this Agreement to be so reflected are set forth solely for informational purposes. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained herein and in this Agreement, in any Exhibit or Schedule hereto, hereto and in the table of contents hereto and the index of defined terms to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, but only to the extent that it is readily apparent that such disclosure is relevant to such other Schedulethis Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit, Exhibit but not otherwise defined therein, shall have the meaning as defined hereinin this Agreement. When a reference is made herein in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. When a reference is made in this Agreement to a Section, Subsection, Exhibit or Schedule, such reference shall be to a Section or Subsection of, or an Exhibit or Schedule to, this 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” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereby”, “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 words “date hereof” shall refer to the date of this Agreement. The term “or” is 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 definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, agreement or instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, agreement or 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. References to a Person person are also to its permitted successors and assigns. For all purposes of this Agreement, unless otherwise specified herein, (i) ”or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to “$” or dollars shall refer to United States dollars. Each representation, warranty, covenant and agreement contained herein shall have independent significance. Accordingly, if any representation, warranty, covenant or agreement contained herein is breached, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) shall not detract from or mitigate the breach of the first representation, warranty, covenant or agreement. Whenever this Agreement requires any Contributed Company or Subsidiary thereof to take any action prior to the Closing, such requirement shall be deemed to involve an undertaking on the part of the Contributors to cause such Contributed Company or Subsidiary thereof to take such action. Except to the extent a shorter time period is expressly set forth herein for a particular cause of action, actions hereunder may be brought at any time prior to the expiration of the longest time period permitted by Section 8106(c) of Title 10 of the Delaware Code. Any cause of action for breach of any representation, warranty or covenant contained herein shall accrue, and the statute of limitations period shall begin to run, upon the date of this Agreement. (b) For all purposes hereof: