Common use of Interpretations Clause in Contracts

Interpretations. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, Exhibits or Schedules are to the Preamble or a Recital, Section, Section or Article of, or an Exhibit or Schedule to, this Agreement, Agreement unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, Law as amended, modified, supplemented, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, ” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, ” and words of similar import refer to August 27January 21, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Any documents and agreement referred to herein shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) to Parent by the Company for purposes of this Agreement if they have been posted to the Data Room at least two (2) business days prior to the date of this Agreement. (c) Whenever the words “include”, “includes”, ” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (cd) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (de) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (ef) References to a “party” hereto means Parent, Merger Sub, Sub or the Company and references to “parties” hereto means Parent, Merger Sub, Sub and the Company, unless the context otherwise requires. (fg) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As The table of contents and the headings of the Articles, Sections and subsections included in this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. Unless the context otherwise requires, references in this Agreement to: (i) Articles and Sections shall be deemed references to Articles and Sections of this Agreement; (ii) “paragraphs” or “clauses” shall be deemed references to separate paragraphs or clauses of the Section or subsection in which the reference occurs; (iii) any Law shall be deemed references to such Law as in effect at any given time and to any successor provisions; (iii) any Person shall be deemed references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person(s) succeeding to its functions and capacities; and (iv) any statute or other Law of the United States or other jurisdiction (whether federal, state or local) shall be deemed references to all rules and regulations promulgated thereunder. Underscored references to Articles and Sections shall refer to those portions of this Agreement. (b) The use of the masculine, feminine or neuter gender herein shall not limit any provision of this Agreement. Unless the context otherwise clearly indicates, each defined term used in this Agreement, references to the following terms Agreement shall have the meanings indicated: (i) to the Preamble a comparable meaning when used in its plural or to the Recitals, Sections, Articles, Exhibits, singular form. The words “including,” “includes” or Schedules “include” are to be read as listing non-exclusive examples of the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule matters referred to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law whether or not words such as “without limitation” or “but not limited to” are to used in each instance. The words such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copyherein,” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereinafter,” “hereof”, “herein”, ” and “hereunder”, “hereby”, “herewith”, and words of similar import ” that are used in this Agreement refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References merely to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, subdivision in which such words appear unless the context otherwise requires. (fc) References to Where this Agreement states that a Party “dollarsshall,” “will” or “$must” mean United States dollarsperform in some manner or otherwise act or omit to act, unless otherwise clearly indicated it means that such Party is legally obligated to the contrary. (g) The parties have participated jointly do so in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of accordance with this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in For purposes of this Agreement, references to the following terms have the meanings indicatedParties agree that: (i) to whenever the Preamble or to context requires, the Recitalssingular number shall include the plural, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contraryand vice versa; (ii) the word “extent” in the phrase “to any Law are the extent” means the degree to such Lawwhich a subject or other thing extends, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such sectiondoes not simply mean “if”; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or ” and “including,” are used in this Agreementand variations thereof, they will shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation;”. The (iv) the words “in the ordinary course of business” shall be deemed to mean “in the ordinary course of business consistent with past practices;” (v) the meaning assigned to each capitalized term defined and used in this Agreement is equally applicable to both the singular and the plural forms of such term, and words denoting any gender include all genders; (vi) where a word or phrase is defined in this Agreement, each of its other grammatical forms has a corresponding meaning unless the context otherwise requires; (vii) a reference to any specific Law or to any provision of any Law includes any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or promulgated thereunder or pursuant thereto, except that, for purposes of any representations and warranties in this Agreement that are made as a specific date, references to any specific Law will be deemed to refer to such legislation or provision (and all rules, regulations and statutory instruments issued or promulgated thereunder or pursuant thereto) as of such date; (viii) references to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented as of the date of this Agreement or, thereafter from time to time; (ix) the information contained in this Agreement and in the Company Disclosure Schedule is disclosed solely for purposes of this Agreement, and no information contained herein or therein will be deemed to be an admission by any Party to any third Person of any matter whatsoever, including (A) any violation of Law or breach of Contract; or (B) that such information is material or that such information is required to be referred to or disclosed under this Agreement or such information constitutes a representation or warranty of the Company; (x) the word “or” shall not be exclusive. Any singular term in this Agreement will exclusive (i.e., “or” shall be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.mean “and/or”); (cxi) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and all references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollarsare to U.S. Dollars, unless otherwise clearly indicated expressly stated otherwise; and (xii) the measure of a period of one (1) month or year for purposes of this Agreement will be the date of the following month or year corresponding to the contrarystarting date. If no corresponding date exists, then the end date of such period being measured will be the next actual date of the following month or year (for example, one month following August 18 is September 18 and one month following August 31 is October 1). (gb) The parties have participated jointly Except as otherwise indicated, all references in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties to “Sections,” “Exhibits,” “Annexes” 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. (h) No summary “Schedules” are intended to refer to Sections of this Agreement prepared by and Exhibits, Annexes or on behalf Schedules to this Agreement. The bold-faced headings contained in this Agreement are for convenience of any party reference only, shall affect not be deemed to be a part of this Agreement and shall not be referred to in connection with the meaning construction or interpretation of this Agreement. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require the Company to take any action in violation of applicable Law. (ic) Any documents and agreements referred This Agreement will be construed without regard to herein (other than any presumption or rule requiring construction or interpretation against the Company Disclosure Letter Party drafting or causing any instrument to be drafted. Time is of the essence with respect to the performance of the obligations set forth in this Agreement and the Engagement Letters) shall provisions hereof will be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreementinterpreted as such. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties Parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (hb) No summary of The definitions contained in this Agreement prepared by are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neutral genders of such term. (c) References to “$” or on behalf of any party “dollars” shall affect the meaning refer to U.S. dollars unless specified otherwise. (d) References herein to a specific Section or interpretation Exhibit shall refer, respectively, to Sections or Exhibits of this Agreement. (ie) Any documents and agreements referred to herein (other than Wherever the Company Disclosure Letter and the Engagement Letters) word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to have been be followed by the words “deliveredwithout limitation.” (f) References herein to any Law shall be deemed to refer to such Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and as in effect from time to time, and also to all rules and regulations promulgated thereunder unless such reference is to a Law in existence as of a specified date. (g) References herein to any Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof. (h) References herein to any Person are also to its permitted successors and assigns. (i) The sections and headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties. (j) If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day. (k) References herein to “provided”, as of the date hereof,” “as of the date of this Agreement” or “made available” (or any phrase words of similar import) import shall be deemed to mean “as of immediately prior to the date hereof to Parent by the Company for purposes execution and delivery of this Agreement.” (l) The terms “or,” “any” and “either” shall not be exclusive. (m) The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement if they have been posted shall refer to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior this Agreement as a whole and not to the date any particular provision of this Agreement. (jn) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) The word “will” shall be construed to this Agreement shall have the meanings ascribed to such terms in this Agreementsame meaning and effect as the word “shall.”

Interpretations. (a) As used in For all purposes of this Agreement, references to except as otherwise expressly herein provided, (i) the following terms defined in Article I shall have the meanings indicated: assigned to them in this Article I and include the plural as well as the singular, (iii) all accounting terms not otherwise defined herein have the meanings assigned under the Accounting Standards, (iii) all references in this Agreement to the Preamble or to the Recitals, designated “Sections, Articles, Exhibits, or Schedules ” and other subdivisions are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, designated Sections and other subdivisions of the body of this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” pronouns of any Contract either gender or neuter shall include, as appropriate, the other document or instrument are to a true and complete copy thereof; pronoun forms, (v) to the words “herein,” “hereof”, “herein”, ” and “hereunder”, “hereby”, “herewith”, ” and other words of similar import refer to this Agreement as a whole and not to any particular ArticleSection or other subdivision, Section, or clause of (vi) all references in this Agreement to designated Schedules and Exhibits are to the Schedules and Exhibits attached to this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) references to this Agreement. , any other Transaction Documents and any other document shall be construed as references to such document as the same may be amended, supplemented or novated from time to time, (bviii) Whenever the words term “include”or” is not exclusive, “includes”, or (ix) the term “including” are used in this Agreement, they will be deemed to be followed by “, but not limited to,” (x) the words terms “without limitation”. The word shall,” “orwill,” shall not be exclusive. Any singular and “agrees” are mandatory, and the term “may” is permissive, (xi) the phrase “directly or indirectly” means directly, or indirectly through one or more intermediate Persons or through contractual or other arrangements, and “direct or indirect” has the correlative meaning, (xii) the term “voting power” refers to the number of votes attributable to the shares (on an as-converted basis) in accordance with the terms of the Memorandum and Articles, (xiii) the headings used in this Agreement will are used for convenience only and are not to be considered in construing or interpreting this Agreement, (xiv) references to Laws include any such Law modifying, re-enacting, extending or made pursuant to the same or which is modified, re-enacted, or extended by the same or pursuant to which the same is made, and (xv) all references to U.S. dollars or to “US$” are to currency of the United States of America, all references to RMB are to currency of the PRC and all references to “HK$” are to currency of Hong Kong (and each shall be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer reference to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its equivalent amount in other grammatical forms shall have a corresponding meaningcurrencies). (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in In the event an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly drafted by the parties Parties and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any provision provisions of this Agreement. (hb) No summary The definitions of this Agreement prepared by or on behalf the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any party pronoun shall affect include the meaning or interpretation of this Agreement. (i) Any documents corresponding masculine, feminine and agreements referred to herein (other than the Company Disclosure Letter neuter forms. The words “include”, “includes” and the Engagement Letters) “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have been the same meaning and effect as the word “deliveredshall”. Unless the context requires otherwise; (A) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document or any addenda, schedules, exhibits or amendments thereto, and as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein); (B) any reference to any Laws herein shall be construed as referring to such Laws as from time to time enacted, repealed or amended; (C) any reference herein to any Person shall be construed to include the Person’s successors and assigns; (D) the words “herein”, “providedhereof” and “hereunder”, or “made available” (or any phrase . and words of similar import) prior , shall be construed to the date hereof refer to Parent by the Company for purposes of this Agreement if they have been posted in its entirety and not to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior any particular provision hereof; (E) all references herein to the date Sections, Exhibits or Schedules shall be construed to refer to Sections, Exhibits and Schedules of this Agreement; and (F) the singular number includes the plural number and vice versa. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. 1.3.1 Unless there is something in the subject or context inconsistent therewith: (a) As used any reference to a statute (whether or not any specifically named herein) shall include any amendment or re-enactment thereof for the time being in this Agreementforce and shall include all instruments, references to orders, plans, regulations, bye laws, permissions and directions for the following terms have the meanings indicated:time being made issued or given thereunder or deriving validity therefrom; (ib) unless the context otherwise requires or is stated, words in the singular include the plural and vice versa; words importing any gender include all genders; (c) a reference to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble a clause or a RecitalSchedule is a reference to a clause or a Schedule, Section, or Article as the case may be of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (iid) to any Law are to such Lawthe term 'or" shall not be exclusive and the terms "herein", as amended'hereof', modified, supplemented, or replaced from time to time "hereto" and any rules or regulations promulgated thereunder "hereunder" and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words terms of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated merely to the contraryspecific provision where such terms may appear; and the terms "including" and "include" shall be construed without limitation; (vie) to the “date of this Agreement”, “the date hereof”words "directly or indirectly" mean directly or indirectly through one or more intermediary persons or through contractual or other legal arrangements, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes "direct or indirect" shall have the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreementcorrelative meanings. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. 1.3.2 The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, heading and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained bold typeface appearing in this Agreement are for reference purposes only and will shall not affect in the construction thereof; 1.3.3 Reference to any way the meaning agreement, contract, deed or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement document shall be construed as jointly drafted by the parties and no presumption including any amendment, modification, alteration or burden variation to it, any novation of proof shall arise favoring or disfavoring it, and/or any party by virtue thing supplemental to it; 1.3.4 Each of the authorship of any provision of this Agreement. (h) No summary of representations and warranties provided in this Agreement prepared by is independent of other representations and warranties in this Agreement and unless the contrary is expressly stated, no clause in this Agreement limits the extent or on behalf application of another clause; 1.3.5 Where there is any party shall affect inconsistency between the meaning or interpretation of definitions set out in this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter clause and the Engagement Letters) definitions set out in any clause or Schedule, then for the purpose of construing such clause or Schedule, the definitions set out in such clause or schedule shall be deemed to have been “delivered”, “provided”, prevail; and 1.3.6 Any Schedule or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) appendix to this Agreement shall have the meanings ascribed to such terms take effect as if set out in this AgreementAgreement and references to this Agreement shall include its Schedules and appendices.

Interpretations. (a) As used Unless expressly provided for elsewhere in this Agreement, references to this Agreement shall be interpreted in accordance with the following terms have the meanings indicatedprovisions: (i1) no consideration may be given to the Preamble captions of the articles, sections or subsections, or to the RecitalsTable of Contents, Sections, Articles, Exhibits, or Schedules all of which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction; (2) no consideration may be given to the Preamble fact or presumption that one Party had a Recitalgreater or lesser hand in drafting this Agreement; (3) examples are not to be construed to limit, Sectionexpressly or by implication, the matter they illustrate; (4) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions; (5) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or Article ofafter the place where it is defined; (6) the meanings of the defined terms are applicable to both the singular and plural forms thereof and correlative forms of defined terms shall have corresponding meanings; (7) all references to prices, values or an Exhibit monetary amounts refer to United States dollars; (8) all references to articles, sections, subsections, paragraphs, clauses, exhibits or Schedule toschedules refer to articles, sections, subsections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless otherwise clearly indicated to the contraryexpressly provided otherwise; (ii9) each exhibit to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit to this Agreement except to the extent that the context indicates otherwise, but if there is any Law are to such Law, as amended, modified, supplemented, conflict or replaced from time to time inconsistency between the main body of this Agreement and any rules or regulations promulgated thereunder and to any section exhibit, the provisions of any Law including any successor to such sectionthe main body of this Agreement will prevail; (iii10) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any words “copythis Agreement,” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, ,” “hereby,” “hereunder”, “hereby”, “herewith”, ,” and words of similar import refer to this Agreement as a whole and not to any particular Articlearticle, Sectionsection, subsection or clause of this Agreementother subdivision, unless otherwise clearly indicated to the contraryexpressly so limited; (vi11) to the word “date of this Agreement”, “the date hereof”or” is disjunctive but not necessarily exclusive, and words of similar import has the inclusive meaning represented by the phrase “and/or”; (12) all references to agreements or Laws are deemed to refer to August 27, 2018such agreements or Laws as amended or as in effect at the applicable time; and (vii13) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References all references to a “party” hereto means Parent, Merger Sub, or the Company Person include such Person’s successors and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requirespermitted assigns. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in Neither this AgreementAgreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, references to whether under any rule of construction or otherwise. No party hereto shall be considered the following terms have the meanings indicated: (i) to the Preamble or to the Recitalsdraftsman. The parties acknowledge and agree that this Agreement has been reviewed, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreementnegotiated and accepted by all parties and their attorneys and, unless otherwise clearly indicated defined herein, the words used shall be construed and interpreted according to their ordinary meaning so as fairly to accomplish the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time purposes and any rules or regulations promulgated thereunder and to any section intentions of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreementall parties. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations of pronouns will be deemed to thereof refer to the feminine, masculine, feminine or neuter, singular or plural, as the identity of the Person referred to context may require. Where If a word or phrase is defined hereindefined, each of its the other grammatical forms shall of such word or phrase have a corresponding meaning. (c) Whenever the last day for the exercise . A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of any right a document, agreement or the discharge of any duty instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement falls on a day other than a business daywill be made, the party having such right in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit or duty Disclosure Letter but not otherwise defined therein shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise meaning set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and . All references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean in this Agreement are to United States dollars, unless otherwise clearly indicated . All references to “the contrary. (g) The parties have participated jointly in the negotiation and drafting of transactions contemplated by this Agreement; consequently, ” (or similar phrases) include the transactions provided for in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by , including the Merger and the Bank Merger. Any contract or on behalf of any party shall affect the meaning Law defined or interpretation of this Agreement. (i) Any documents and agreements referred to herein or in any contract that is referred to herein means such contract or Law as from time to time amended, modified or supplemented, including (other than in the Company Disclosure Letter case of contracts) by waiver or consent and (in the Engagement Letterscase of Law) shall be deemed by succession of comparable successor Law and references to have been “delivered”, “provided”, or all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or any phrase of similar importelectronic delivery) by one party or its representatives to the other party or its representatives at least two business days prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to hereof, (b) included in the virtual data room maintained by the Company for “Project Highlands” (on the Venue platform by Donnelley Financial Solutions a continuation basis without subsequent modification) of a party at least two business days prior to the date of this Agreementhereof, or (c) filed by a party with the SEC and publicly available on EXXXX at least two business days prior to the date hereof. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in For purposes of this Agreement, references to the following terms have the meanings indicatedunless otherwise noted: (i) All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to such laws, rules, regulations and forms, as amended from time to time or, to the Preamble or to extent replaced, the Recitalscomparable successor laws, Sectionsrules, Articles, Exhibits, or Schedules are to regulations and forms thereto in effect at the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary;time. (ii) All references to any Law are agencies, self-regulatory organizations or governmental entities in this Agreement shall be deemed to such Law, as amended, modified, supplemented, or replaced from time be references to time and any rules or regulations promulgated thereunder and to any section of any Law including any the comparable successor to such section;thereto. (iii) All references to any Governmental Authority include any successor agreements and other contractual instruments shall be deemed to the Governmental Authority and be references to any Affiliate include any successor such agreements or other instruments as they may be amended, waived, supplemented or modified from time to the Affiliate;time. (iv) All references to any “copy” amount of any Contract securities (including Registrable Securities) shall be deemed to be a reference to such amount measured on an as-converted or other document or instrument are to a true and complete copy thereof;as-exercised basis. (vA) Words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender, as the context requires; (B) the terms “hereof”, “herein”, “hereunder”, “hereby”, “herewithhereto”, “hereunder” and derivative or similar words of similar import refer to this entire Agreement as a whole whole, including the exhibit hereto, and not to any particular Article, Section, or clause provision hereof; (C) references to “Sections” shall be to Sections of this Agreement, unless otherwise clearly indicated to the contrary; ; (viD) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are and words of similar import when used in this Agreement, they will Agreement shall be deemed to be followed by the words “without limitation”. The , unless otherwise specified; (E) references to “written” or “in writing” include the electronic form; (F) the word “or” shall be disjunctive but not be exclusive. Any singular term in this Agreement will be deemed to include the plural, ; and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (cG) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean means United States dollars, unless otherwise clearly indicated to the contraryDollars. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. Except where the context expressly requires otherwise, (a) As used in this Agreement, the use of any gender herein will be deemed to encompass references to the following terms have the meanings indicated: (i) to the Preamble any or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”all genders, and words the use of similar import refer the singular will be deemed to this Agreement as a whole include the plural (and not to any particular Articlevice versa), Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, ,” “includes”, or ” and “including” are used in this Agreement, they will be deemed to be followed by the words phrase “without limitation”. The ,” (c) the word “orwill” shall not will be exclusive. Any singular term in construed to have the same meaning and effect as the word “shall,” (d) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person will be construed to include the Person’s successors and assigns, (f) the words “herein,” “hereof” and “hereunder,” and words of similar import, will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections, Schedules or Exhibits will be construed to refer to Sections, Schedules or Exhibits of this Agreement, and references to this Agreement include all Schedules and Exhibits hereto, (h) the word “notice” will mean notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, e-mail (solely with return receipt), approved minutes or otherwise (but excluding e-mail without return receipt and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the pluralthen-current amendments thereto or any replacement or successor law, and rule or regulation thereof, (k) any plural term the singular. All pronouns and variations action or occurrence deemed to be effective as of pronouns a particular date will be deemed to refer be effective as of 11:59 PM ET on such date, (l) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or,” and (m) the phrases “made available to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred Buyer,” “provided to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise Buyer,” and similar expressions in respect of any right document or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and information will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary for all purposes of this Agreement prepared as meaning that a copy of such document or information was delivered by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred Company to herein (other Buyer in each case no later than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) two Business Days prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this AgreementData Room.

Interpretations. In this Agreement, unless a clear contrary intention appears: (a) As used the singular includes the plural and vice versa; (b) reference to a Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes the other gender; (d) references to the following terms have the meanings indicated: (i) any Exhibit, Schedule, Section, Article, Annex, subsection and other subdivision refer to the Preamble or to the Recitalscorresponding Exhibits, Schedules, Sections, Articles, ExhibitsAnnexes, subsections and other subdivisions of this Agreement unless expressly provided otherwise; (e) references in any Section or Schedules are Article or definition to the Preamble or a Recital, any clause means such clause of such Section, Article or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; definition; (iif) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copyhereunder,” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, ,” “herein”, “hereunder”, “hereby”, “herewith”, hereto” and words of similar import refer are references to this Agreement as a whole and not to any particular Article, Section, or clause provision of this Agreement, unless otherwise clearly indicated to ; (g) the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall is not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “toincluding” (in its various forms) means “including without limitation”; (h) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to but excluding”. it in accordance with GAAP; (di) references to “days” are to calendar days; (j) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; and (k) all references to money refer to the lawful currency of the United States. The table Table of contents Contents and the Article and Section titles and headings contained in this Agreement are inserted for convenience of reference purposes only and will are not intended to be a part of, or to affect in any way the meaning or interpretation of of, this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) . The parties Parties have participated jointly in the negotiation and drafting of this Agreement; consequentlyAgreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, In this Agreement, unless the context otherwise clearly indicated requires, (a) (i) the singular shall be deemed to include the contrary; plural and vice-versa, (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time the word “include” and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section;“including” shall be construed without limitation. (iiib) to any Governmental Authority include any successor The headings and sub-headings are inserted for convenience only and shall not affect the construction and interpretation of this Agreement. (c) references to the Governmental Authority and to masculine, the feminine or the neuter gender shall include each of the other genders. (d) any Affiliate include any successor reference to the Affiliate;singular shall include the plural and vice-versa. (ive) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to the terms “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, hereto” and derivative or similar words of similar import refer to this entire Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or pluralspecified Clauses, as the identity of the Person referred to case may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requiresbe. (f) References references to “dollars” any legislation or “$” mean United States dollarslaw or to any provision thereof shall include references to any such law or provisions as it may, unless otherwise clearly indicated after the Execution Date, from time to the contrarytime, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. (g) The parties schedules and annexures form an integral part of this Agreement and shall have participated jointly the same force and effect as if expressly set out in the negotiation and drafting body of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, Agreement and any reference to this Agreement shall be construed as jointly drafted by include a reference to the parties schedules or annexures attached to it. Any references to recitals, clauses, annexures and no presumption schedules are to recitals of, clauses of and annexures and schedules to this Agreement. Any references to parts or burden of proof shall arise favoring paragraphs are, unless otherwise stated, references to parts or disfavoring any party by virtue paragraphs of the authorship of any provision of this AgreementAgreement or schedules/annexures in which the reference appears. (h) No summary of terms defined elsewhere in this Agreement prepared by or on behalf of any party shall affect shall, unless otherwise indicated, have the meaning or interpretation of this Agreementso ascribed to them. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) If any provision in this Agreement is a substantive provision conferring rights or imposing obligations on any Party, effect shall be deemed given to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to it as if it were a substantive provision in the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date body of this Agreement. (j) All capitalized terms used without definition When any number of days is prescribed in this Agreement, the Exhibits same shall be reckoned exclusively of the first and Schedules inclusively of the last day; (including k) Where figures are referred to in numerals and in words, if there is any conflict between the Company Disclosure Letter and two, the Parent Disclosure Letterwords shall prevail; (l) to The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the meanings ascribed to such terms in this Agreementclauses themselves do not expressly provide for this.

Interpretations. (a) As used The rules of construction set forth in this Section 1.2 shall apply to the interpretation of this Agreement. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of or to this Agreement refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections, and other subdivisions of or to this Agreement are for convenience only, do not constitute any part of this Agreement, references to and shall be disregarded in construing the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, language hereof. The words “this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time ,” “herein,” “hereby,” “hereunder,” and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, ,” and words of similar import import, refer to this Agreement as a whole and not to any particular Article, Section, subsection, or clause other subdivision of or exhibit or schedule or other attachment to this Agreement, Agreement unless otherwise clearly indicated to the contrary; (vi) to the expressly so limited. The words “date of this Agreement”, Article,” “the date hereof”, this Section,” and “this subsection,” and words of similar import import, refer only to August 27the Article, 2018; and (vii) to “this Agreement” includes Section or subsection hereof in which such words occur. Wherever the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or word “including” are (in its various forms) is used in this Agreement, they will it shall be deemed to be followed by the words “without limitation”. The word “orlimiting the foregoing in any respect.” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer Unless expressly provided to the femininecontrary, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where if a word or phrase is defined hereindefined, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever . The words “shall” and “will” have the last day for equal force and effect. Each accounting term not defined herein will have the exercise meaning given to it under GAAP as interpreted as of any right the Execution Date. Pronouns in masculine, feminine, or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” neuter genders shall be interpreted as a calendar day. With respect construed to state and include any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Subother gender, and words, terms, and titles (including terms defined herein) in the Companysingular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (f) References . Reference herein to “dollars” any federal, state, local, or “$” mean United States dollarsforeign Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless otherwise clearly indicated the context requires otherwise, and reference herein to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequentlyany agreement, instrument, or Law means such agreement, instrument, or Law as from time to time amended, modified, or supplemented, including, in the event an ambiguity case of agreements or question instruments, by waiver or consent and, in the case of intent Laws, by succession of comparable successor Laws. The phrase “ordinary course of business” and similar phrases shall mean, with respect to any Person, at any given time, the ordinary course of such Person’s business consistent with past custom and practice (and giving effect to any adjustments and modifications thereto taken in response to or interpretation arisesas a result of COVID-19 (including any COVID-19 Response) or any other pandemic). Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any period of days referred to in this Agreement shall end on a day that is not a Business Day, then the expiration of such period shall automatically be extended until the end of the first succeeding Business Day. References to a Person are also to its permitted successors and permitted assigns and, in case of any Governmental Authority, to any Person(s) succeeding to its function and capacities. All references to “immediately available funds” shall be deemed references to immediately available United States Dollars, and any amounts payable pursuant to this Agreement shall be construed as jointly drafted by delivered in the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue lawful currency of the authorship United States of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred America. All references to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) shall mean that such items were uploaded prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted 9:00 x.x. Xxxxxxx, Texas time on July 21, 2024 to the Company’s virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreementthat has been shared with Buyer Parties. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. As used in this Agreement and unless otherwise indicated herein to the contrary: (a) As When a reference is made in this Agreement to an Article, Section, Exhibit, Schedule, clause or subclause, such reference shall be to an Article, Section, Exhibit, Schedule, clause or subclause of this Agreement. (b) The terms “include,” “includes” or “including” and other words or phrases of similar import, when used in this Agreement, references shall be deemed to be followed by the following terms have the meanings indicated:words “without limitation” whether or not they are in fact followed by such word or words of like import. (ic) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to The words “hereof”, ,” “herein”, ” and “hereunder”, “hereby”, “herewith”, ” and words of similar import import, when used in this Agreement, refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (d) The word “if’ and other words of similar import shall be deemed, in each case, to be followed by the phrase “and only if.” (e) The use of “or” herein is not intended to be exclusive. (f) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include the plural and vice versa. (g) All terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. (h) No summary of this Agreement prepared by References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or on behalf of regulations promulgated thereunder. References to any party Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References herein to a Person are also to its successors and permitted assigns. Any reference herein to a Governmental Authority shall affect the meaning be deemed to include reference to any successor thereto. References from or interpretation of this Agreementthrough any date means, unless otherwise specified, from and including or through and including such date, respectively. (i) Any documents and agreements referred reference herein to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, Dollars” or “made available$” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreementshall mean United States dollars. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. In this Agreement, unless a clear contrary intention appears: (a) As used the singular includes the plural and vice versa; (b) reference to a Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes the other gender; (d) references to the following terms have the meanings indicated: (i) any Exhibit, Schedule, Section, Article, Annex, subsection and other subdivision refer to the Preamble or to the Recitalscorresponding Exhibits, Schedules, Sections, Articles, ExhibitsAnnexes, subsections and other subdivisions of this Agreement unless expressly provided otherwise; (e) references in any Section or Schedules are Article or definition to the Preamble or a Recital, any clause means such clause of such Section, Article or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; definition; (iif) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copyhereunder,” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, ,” “herein”, “hereunder”, “hereby”, “herewith”, hereto” and words of similar import refer are references to this Agreement as a whole and not to any particular Article, Section, or clause provision of this Agreement, unless otherwise clearly indicated to ; (g) the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall is not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “toincluding” (in its various forms) means “including without limitation”; (h) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to but excluding”. it in accordance with GAAP; (di) references to “days” are to calendar days; (j) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; and (k) all references to money refer to the lawful currency of the United States. The table Table of contents Contents and the Article and Section titles and headings contained in this Agreement are inserted for convenience of reference purposes only and will are not intended to be a part of, or to affect in any way the meaning or interpretation of of, this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) . The parties Parties have participated jointly in the negotiation and drafting of this Agreement; consequentlyAgreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in 1.2.1 In the event an ambiguity or a question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly drafted by the parties Parties and no presumption or burden of proof shall will arise favoring or disfavoring any party Party by virtue of the authorship of any provision of this Agreement. *** Certain confidential information contained in this document, marked with three asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 1.2.2 The definitions of the terms herein apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” will be deemed to be followed by the phrase “without limitation.” Unless the context requires otherwise, (hA) No summary any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (B) any reference to any Laws herein will be construed as referring to such Laws as from time to time enacted, repealed or amended, (C) any reference herein to any Person will be construed to include the Person’s successors and assigns, (D) the words “herein”, “hereof” and “hereunder”, and words of similar import, will be construed to refer to this Agreement prepared by in its entirety and not to any particular provision hereof, (E) any reference herein to the words “mutually agree” or “mutual written agreement” will not impose any obligation on behalf of either Party to agree to any party shall affect the meaning terms relating thereto or interpretation to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (F) all references herein without a reference to any other agreement to Articles, Sections, Exhibits or Schedules will be construed to refer to Articles, Sections, Exhibits and Schedules of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. In this Agreement, unless a clear contrary intention appears: (a) As used the singular includes the plural and vice versa, (b) reference to a Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity, (c) reference to a gender includes any gender, (d) references to the following terms have the meanings indicated: (i) any Exhibit, Schedule, Section, Article, Annex, subsection and other subdivision refer to the Preamble or to the Recitalscorresponding Exhibits, Schedules, Sections, Articles, ExhibitsAnnexes, subsections and other subdivisions of this Agreement unless expressly provided otherwise, (e) references in any Section or Schedules are Article or definition to the Preamble or a Recital, any clause means such clause of such Section, Article or Article ofdefinition, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (iif) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copyhereunder,” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, ,” “herein”, “hereunder”, “hereby”, “herewith”, hereto” and words of similar import refer are references to this Agreement as a whole and not to any particular Article, Section, or clause provision of this Agreement, unless otherwise clearly indicated to (g) the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall is not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “toincluding” (in its various forms) means “including without limitation”, (h) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to but excluding”. it in accordance with GAAP, if applicable, (di) references to “days” are to calendar days, (j) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day and (k) all references to money refer to the lawful currency of the United States. The table Table of contents Contents and the Article and Section titles and headings contained in this Agreement are inserted for convenience of reference purposes only and will are not intended to be a part of, or to affect in any way the meaning or interpretation of of, this Agreement. (e) References . Where used with respect to a information, the phrases “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollarsdelivered” or “$made available” shall mean United States dollars, unless otherwise clearly indicated that the information referred to has been physically or electronically delivered to the contrary. relevant parties or their respective Representatives, including, (gi) The parties have participated jointly in the negotiation case of “made available” to the Parent, material that has been posted at least two Business Day prior to the Execution Date and drafting of this Agreement; consequently, has remained continuously available in the event an ambiguity a “data room” (virtual or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (hotherwise) No summary of this Agreement prepared established by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter (the “Data Room”) or information disclosed in any Newtek SEC Report filed with or furnished to the SEC and (ii) in the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or case of “made available,” (to the Company or Newtek, information disclosed in any phrase Parent SEC Report filed with or furnished to the SEC or otherwise delivered to a Representative of similar import) the Company or Newtek, in each case, at least two Business Day prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this AgreementExecution Date. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used Unless expressly provided for elsewhere in this Agreement, references to this Agreement shall be interpreted in accordance with the following terms have the meanings indicatedprovisions: (ia) When calculating the period of time before which, within which or following which any act is to the Preamble be done or step taken pursuant to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. (b) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. (c) If a word or phrase is defined, its other grammatical forms have a corresponding meaning. (d) All references in this Agreement to articles, sections or subdivisions thereof shall refer to the contrary;corresponding article, section or subdivision thereof of this greement unless specific reference is made to such articles, sections, or subdivisions of another document or instrument. (iie) A reference to any Law are agreement or document (including a reference to such Law, this Agreement) is to the agreement or document as amended, modifiedvaried, supplemented, notated or replaced from time replaced, except to time the extent prohibited by this Agreement or that other agreement or document. (f) A reference to any Party to this Agreement or another agreement or document includes the Party’s successors and permitted assigns. (g) A reference to a writing includes a facsimile transmission of it and any rules or regulations promulgated thereunder means of reproducing of its words in a tangible and to any section of any Law including any successor to such section;permanently visible form. (iiih) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to The words “hereof”, ,” “herein”, ” and “hereunder”, “hereby”, “herewith”, ” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular Article, Section, or clause provision of this Agreement, and article, section, subsection, schedule and exhibit references are to this Agreement unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreementspecified. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been The word “delivered”, “provided”, or “made availableincluding” (or any phrase of similar import) prior variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreementspecific or similar items or matters immediately following it. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As Each term used but not defined in this Agreement has the meaning given to it in the Business Combination Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreementif defined therein. (b) Whenever Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the definitions contained in this Agreement are applicable to the other grammatical forms of such terms, (iv) the terms “include”hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (v) the terms “includes”Article,” “Section” and “Exhibit” refer to the specified Article, Section or Exhibit of or to this Agreement, (vi) the word “including” are used in this Agreement, they will be deemed to be followed by the words means “including without limitation”. The ,” (vii) the word “or” shall be disjunctive but not be exclusive. Any singular term in this Agreement will , (viii) references to agreements and other documents shall be deemed to include the pluralall subsequent amendments and other modifications thereto and (ix) references to any Law shall include all rules and regulations promulgated thereunder and references to any Law shall be construed as including all statutory, legal, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminineregulatory provisions consolidating, masculine, amending or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaningreplacing such Law. (c) Whenever the last day for the exercise of any right or the discharge of any duty under The language used in this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”Party. (d) The table of contents and headings contained in Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are for reference purposes only specified, and when counting days, the date of commencement will not affect in any way the meaning or interpretation of this Agreement. (e) References to be included as a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company full day for purposes of this Agreement if they have been posted computing any applicable time periods (except as otherwise may be required under any applicable Law). If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreementnext Business Day. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. In this Agreement, unless a clear contrary intention appears: (a) As used the singular includes the plural and vice versa; (b) reference to a Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes the other gender; (d) references to the following terms have the meanings indicated: (i) any Exhibit, Schedule, Section, Article, Annex, subsection and other subdivision refer to the Preamble or to the Recitalscorresponding Exhibits, Schedules, Sections, Articles, ExhibitsAnnexes, subsections and other subdivisions of this Agreement unless expressly provided otherwise; (e) references in any Section or Schedules are Article or definition to the Preamble or a Recital, any clause means such clause of such Section, Article or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; definition; (iif) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copyhereunder,” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, ,” “herein”, “hereunder”, “hereby”, “herewith”, hereto” and words of similar import refer are references to this Agreement as a whole and not to any particular Article, Section, or clause provision of this Agreement, unless otherwise clearly indicated to ; (g) the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall is not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “toincluding” (in its various forms) means “including without limitation”; (h) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to but excluding”. it in accordance with GAAP, if applicable; (di) references to “days” are to calendar days; (j) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; and (k) all references to money refer to the lawful currency of the United States. The table Table of contents Contents and the Article and Section titles and headings contained in this Agreement are inserted for convenience of reference purposes only and will are not intended to be a part of, or to affect in any way the meaning or interpretation of of, this Agreement. (e) References . Where used with respect to a information, the phrases “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollarsdelivered” or “$made available” shall mean United States dollars, unless otherwise clearly indicated that the information referred to has been physically or electronically delivered to the contrary. relevant parties or their respective Representatives, including, (gi) The parties have participated jointly in the negotiation case of “made available” to the Parent, material that has been posted at least two (2) Business Days prior to the Execution Date and drafting of this Agreement; consequently, has remained continuously available since being uploaded in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared virtual “data room” established by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter (the “Data Room”), and (ii) in the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or case of “made available” to the Company, shall mean all information disclosed in any Parent SEC Report filed with or furnished to the SEC or otherwise delivered to a Representative of the Company, in each case, at least two (or any phrase of similar import2) Business Days prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this AgreementExecution Date. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. Unless otherwise indicated herein to the contrary: (a) As When a reference is made in this Agreement to an Article, Section, Exhibit, Schedule, clause or subclause, such reference shall be to an Article, Section, Exhibit, Schedule, clause or subclause of this Agreement. (b) The words “include,” “includes” or “including” and other words or phrases of similar import, when used in this Agreement, references shall be deemed to be followed by the following terms have the meanings indicated:words “without limitation.” (ic) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to The words “hereof”, ,” “herein”, ” and “hereunder”, “hereby”, “herewith”, ” and words of similar import import, when used in this Agreement, refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (d) The word “if” and other words of similar import shall be deemed, in each case, to be followed by the phrase “and only if.” (e) The use of “or” herein is not intended to be exclusive. (f) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include the plural and vice versa. (g) All terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. (h) No summary of this Agreement prepared by References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or on behalf of regulations promulgated thereunder. References to any party Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References herein to a Person are also to its successors and permitted assigns. Any reference herein to a Governmental Authority shall affect the meaning be deemed to include reference to any successor thereto. References from or interpretation of this Agreementthrough any date means, unless otherwise specified, from and including or through and including such date, respectively. (i) Any documents and agreements referred reference herein to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, Dollars” or “made available$” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreementshall mean United States dollars. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in In this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Companyappendices/schedules/annexures, unless the context otherwise requires., the following words and phrases shall have the following meanings: (a) Words denoting the singular number shall include the plural and vice versa (b) Words denoting any gender shall include all genders (c) Words denoting persons shall include a body of persons, corporate or unincorporated (d) Any reference to clauses, sub-clauses, appendices, annexures, schedules, paragraphs and sub-paragraphs shall be a reference to the clauses, sub-clauses, appendices, annexures, schedules, paragraphs and sub-paragraphs of this Agreement; (e) Reference to any party referred to in this Agreement shall include its successors or permitted assigns; (f) References Reference to “dollars” any document or “$” mean United States dollarsagreement shall include reference to such document or agreement as amended, unless otherwise clearly indicated novated, supplemented, varied or replaced from time to the contrary.time; (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity Reference to any legislation or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.any legislation shall include statutory modification and any amendment, modification or any legislation or re-enactment of that legislation or any legislative provisions substituted for and all regulations and statutory instruments issued under such legislation or provision; (h) No summary of this Agreement prepared by or on behalf of any party Recital headings are for convenience only and shall not affect the meaning or interpretation of this Agreement.and construction hereof; (i) Any The recitals and appendices hereto and any documents and agreements therein referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”taken, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes read and construed as an essential and integral part of this Agreement if they have been posted to and in the virtual data room maintained by event of any inconsistency between the Company for “Project Highlands” on terms of any of the Venue platform by Donnelley Financial Solutions prior to appendices and the date terms of this Agreement., the terms of this Agreement shall prevail over those appendices; (j) All capitalized terms used without definition Any reference to an “amendment” includes any variation, deletion or addition and “amend” or “amended” shall be construed accordingly; (k) Any reference to “design” includes technical specifications, design drawings and any other relevant documentation; (l) any reference to “law” includes any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty, by-law or other legislative measure in Malaysia; (m) any reference to a “day”, “week”, “month” or “year” is a reference to that day week, month or year in accordance with the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.Gregorian calendar;

Interpretations. In this Agreement, unless a clear contrary intention appears: (a) As used the singular includes the plural and vice versa; (b) reference to a Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) references to the following terms have the meanings indicated: (i) any Exhibit, Schedule, Section, Article, Annex, subsection and other subdivision refer to the Preamble or to the Recitalscorresponding Exhibits, Schedules, Sections, Articles, ExhibitsAnnexes, subsections and other subdivisions of this Agreement unless expressly provided otherwise; (e) references in any Section or Schedules are Article or definition to the Preamble or a Recital, any clause means such clause of such Section, Article or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; definition; (iif) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copyhereunder,” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, ,” “herein”, “hereunder”, “hereby”, “herewith”, hereto” and words of similar import refer are references to this Agreement as a whole and not to any particular Article, Section, or clause provision of this Agreement, unless otherwise clearly indicated to ; (g) the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall is not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “toincluding” (in its various forms) means “including without limitation”; (h) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to but excluding”. it in accordance with GAAP; (di) references to “days” are to calendar days, and when calculating the period of time before which, within which or following which any act is to be done or any step is to be taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day; and (j) all references to money refer to the lawful currency of the United States. The table Table of contents Contents and the Article and Section titles (and the titles of other subdivisions of this Agreement) and headings contained in this Agreement are inserted for convenience of reference purposes only and will are not affect in any way the meaning or interpretation of this Agreement. (e) References intended to be a “party” hereto means Parent, Merger Subpart of, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As The captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections, Schedules mean the particular Articles, Sections, Schedules to this Agreement and references to this Agreement include all Schedules hereto. Unless context clearly requires otherwise, whenever used in this Agreement, references to the following terms have the meanings indicated: : (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, ” or “including” are used in this Agreementshall be construed as incorporating, they will be deemed to be followed by the words also, “but not limited to” or “without limitation”. The ;” (ii) the word “or” shall have its inclusive meaning of “and/or;” (iii) the word “notice” shall require notice in writing (whether or not be exclusive. Any singular term in specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (iv) the words “hereof,” “herein,” “hereunder,” “hereby” and derivative or similar words refer to this Agreement will (including any Schedules); (v) provisions that require that a Party or the Parties “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing; (vi) words of any gender include the other gender; (vii) words using the singular or plural number also include the plural or singular number, respectively; (viii) references to any specific law, or article, section or other division thereof, shall be deemed to include the plural, then-current amendments thereto or any replacement thereof; and any plural term the singular. All pronouns and variations of pronouns will be deemed to (ix) provisions that refer to Persons acting “under the feminine, masculine, or neuter, singular or plural, as the identity authority of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “dayDPT” shall be interpreted as a calendar day. With respect to any determination include DPT’s Affiliates and those Persons acting “under the authority of any period COMPANY” shall include COMPANY’s Affiliates; conversely, those Persons acting “under the authority of time, unless otherwise set forth herein, DPT” shall exclude COMPANY and its Affiliates and those Persons acting “under the word “fromauthority of COMPANY” means “from shall exclude DPT and including” and the word “to” means “to but excluding”its Affiliates. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”1.2.1. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in In the event an ambiguity or a question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly drafted by the parties Parties and no presumption or burden of proof shall will arise favoring or disfavoring any party either Party by virtue of the authorship of any provision provisions of this Agreement. The language in this Agreement is to be construed in all cases according to its fair meaning. (h) No summary 1.2.2. The definitions of this Agreement prepared the terms herein apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” will be deemed to be followed by or on behalf of any party shall affect the meaning or interpretation of this Agreementphrase “without limitation. ” Unless the context requires otherwise, (i) Any documents any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (ii) any reference to any Laws herein will be construed as referring to such Laws as from time to time enacted, repealed or amended, (iii) any reference herein to any person will be construed to include the person’s successors and agreements referred to herein assigns, (other than iv) the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been words “deliveredherein”, “providedhereof” and “hereunder”, or “made available” (or any phrase and words of similar import) prior , will be construed to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) refer to this Agreement shall have in its entirety and not to any particular provision hereof, (v) any reference herein to the meanings ascribed words “mutually agree” or “mutual written agreement” will not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, (vi) all references herein to Sections or Attachments will be construed to refer to Sections and Attachments to this Agreement, (vii) the word “days” means calendar days unless otherwise specified, (viii) except as otherwise expressly provided herein all references to “$” or “dollars” refer to the lawful money of the U.S., and (ix) the words “copy” and “copies” and words of similar import when used in this AgreementAgreement include, to the extent available, electronic copies, files or databases containing the information, files, items, documents or materials to which such words apply.

Interpretations. (a) As used The rules of construction set forth in this Section 1.2 shall apply to the interpretation of this Agreement. All references in this Agreement to Exhibits, Annexes, Schedules, Articles, Sections, subsections, and other subdivisions of or to this Agreement refer to the corresponding Exhibits, Annexes, Schedules, Articles, Sections, subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. The Exhibits, Annexes and Schedules attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections, and other subdivisions of or to this Agreement are for convenience only, do not constitute any part of this Agreement, references to and shall be disregarded in construing the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, language hereof. The words “this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time ,” “herein,” “hereby,” “hereunder,” and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, ,” and words of similar import import, refer to this Agreement as a whole and not to any particular Article, Section, subsection, or clause other subdivision of or to this Agreement, Agreement unless otherwise clearly indicated to the contrary; (vi) to the expressly so limited. The words “date of this Agreement”, Article,” “the date hereof”, this Section,” and “this subsection,” and words of similar import import, refer only to August 27the Article, 2018; and (vii) to “this Agreement” includes Section or subsection hereof in which such words occur. Wherever the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or word “including” are (in its various forms) is used in this Agreement, they will it shall be deemed to be followed by the words “without limitation”limiting the foregoing in any respect” and shall not be construed to limit any general statement that it follows to the specific items or matters immediately following it. Unless expressly provided to the contrary, if a word or phrase is defined, its other grammatical forms have a corresponding meaning. The words “shall” and “will” have the equal force and effect. Unless expressly provided to the contrary, the word “or”, “either” or “any” shall not be exclusive. Any singular term in this Agreement will All references to “$” or “Dollars” shall be deemed references to United States Dollars. Except as expressly provided herein, each accounting term not defined herein will have the meaning given to it under the Accounting Principles. Pronouns in masculine, feminine, or neuter genders shall be construed to state and include any other gender, and words, terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural, plural and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Companyvice versa, unless the context otherwise requires. (f) References . Reference herein to “dollars” any federal, state, local, or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) foreign Law shall be deemed to have been “delivered”also refer to all rules and regulations promulgated thereunder, “provided”unless the context requires otherwise, or “made available” (or and any phrase of similar import) prior reference to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition any Law in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed only be a reference to such terms Law as of the Closing Date. Any reference herein to any Contract or other agreement or instrument means such Contract or other agreement or instrument as from time to time amended, modified, or supplemented, including, in the case of agreements or instruments, by waiver or consent. If any period of days referred to in this Agreement.Agreement shall end on a day that is not a Business Day, then the expiration of such period shall automatically be extended until the end of the first succeeding Business Day. References

Interpretations. (a) As used The rules of construction set forth in this Section 1.2 shall apply to the interpretation of this Agreement. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of or to this Agreement refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections, and other subdivisions of or to this Agreement are for convenience only, do not constitute any part of this Agreement, references to and shall be disregarded in construing the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, language hereof. The words “this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time ,” “herein,” “hereby,” “hereunder,” and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, ,” and words of similar import import, refer to this Agreement as a whole and not to any particular Article, Section, subsection, or clause other subdivision of or exhibit or schedule or other attachment to this Agreement, Agreement unless otherwise clearly indicated to the contrary; (vi) to the expressly so limited. The words “date of this Agreement”, Article,” “the date hereof”, this Section,” and “this subsection,” and words of similar import import, refer only to August 27the Article, 2018; and (vii) to “this Agreement” includes Section or subsection hereof in which such words occur. Wherever the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or word “including” are (in its various forms) is used in this Agreement, they will it shall be deemed to be followed by the words “without limitation”. The word “orlimiting the foregoing in any respect.” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer Unless expressly provided to the femininecontrary, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where if a word or phrase is defined hereindefined, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever . The words “shall” and “will” have the last day for equal force and effect. Each accounting term not defined herein will have the exercise meaning given to it under GAAP as interpreted as of any right the Execution Date. Pronouns in masculine, feminine, or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” neuter genders shall be interpreted as a calendar day. With respect construed to state and include any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Subother gender, and words, terms, and titles (including terms defined herein) in the Companysingular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (f) References . Reference herein to “dollars” any federal, state, local, or “$” mean United States dollarsforeign Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless otherwise clearly indicated the context requires otherwise, and reference herein to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequentlyany agreement, instrument, or Law means such agreement, instrument, or Law as from time to time amended, modified, or supplemented, including, in the event an ambiguity case of agreements or question instruments, by waiver or consent and, in the case of intent Laws, by succession of comparable successor Laws. The phrase “ordinary course of business” and similar phrases shall mean, with respect to any Person, at any given time, the ordinary course of such Person’s business consistent with past custom and practice (and giving effect to any adjustments and modifications thereto taken in response to or interpretation arisesas a result of COVID-19 (including any COVID-19 Response) or any other pandemic). Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any period of days referred to in this Agreement shall end on a day that is not a Business Day, then the expiration of such period shall automatically be extended until the end of the first succeeding Business Day. References to a Person are also to its permitted successors and permitted assigns and, in case of any Governmental Authority, to any Person(s) succeeding to its function and capacities. All references to “immediately available funds” shall be deemed references to immediately available United States Dollars, and any amounts payable pursuant to this Agreement shall be construed as jointly drafted by delivered in the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue lawful currency of the authorship United States of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred America. All references to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) shall mean that such items were uploaded prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted 9:00 p.m. Houston, Texas time on July 21, 2024 to the Company’s virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreementthat has been shared with Buyer Parties. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, Section or Article of, or an Exhibit or Schedule to, this Agreement, Agreement unless otherwise clearly indicated to the contrary; (ii) to any Law Contract (including this Agreement) or “organizational document,” are to such Law, the Contract or organizational document as amended, modified, supplementedsupplemented or renewed from time to time; (iii) to any Law are to such Law as amended, modified or replaced supplemented from time to time and any all rules or and regulations promulgated thereunder thereunder, and to any section of any Law including include any successor to such section; (iiiiv) to any Governmental Authority Entity include any successor to the Governmental Authority Entity and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, ,” “herein”, ,” “hereunder”, ,” “hereby”, ,” “herewith”, ” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, ,” “the date hereof”, ” and words of similar import refer to August 27January 11, 20182021; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, ,” “includes”, ” or “including” are used in this Agreement, they will shall be deemed to be followed by the words “without limitation”. .” The word “or” shall need not be exclusivedisjunctive. Any singular term in this Agreement will shall be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will shall be deemed to refer to the feminine, masculine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business dayBusiness Day, the party Party having such right or duty shall have until the next business day Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding.”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will shall not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. Unless otherwise indicated herein to the contrary: (a) As When a reference is made in this Agreement to an Article, Section, Exhibit, Schedule, clause or subclause, such reference will be to an Article, Section, Exhibit, Schedule, clause or subclause of this Agreement. (b) The words “include,” “includes” or “including” and other words or phrases of similar import, when used in this Agreement, references will be deemed to be followed by the following terms have the meanings indicated:words “without limitation.” (ic) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to The words “hereof”, ,” “herein”, ” and “hereunder”, “hereby”, “herewith”, ” and words of similar import import, when used in this Agreement, refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (d) The word “if” and other words of similar import will be deemed, in each case, to be followed by the phrase “and only if.” (e) The use of “or” herein is not intended to be exclusive. (f) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the context may require, any pronouns used herein will include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns will include the plural and vice versa. (g) All terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. (h) No summary of this Agreement prepared by Any reference herein to law or on behalf of to a legal requirement (or, with respect to any party shall affect the meaning statute, ordinance, code, rule or interpretation of this Agreementregulation, any provision thereof) will be deemed to include reference to all laws and or to such legal requirement and any legal requirement promulgated thereunder (or provision thereof, as applicable), including any successor thereto, respectively, in each case, as may be amended. (i) References herein to a Person are also to its permitted successors and assigns. Any documents and agreements referred reference herein to herein (other than the Company Disclosure Letter and the Engagement Letters) shall a Governmental Authority will be deemed to have been “delivered”, “provided”, or “made available” (or include reference to any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreementsuccessor thereto. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) Any reference herein to this Agreement “Pesos” or “$” shall have the meanings ascribed to such terms in this Agreementmean pesos, legal currency of Mexico.

Interpretations. (a) As The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import Agreement shall refer to this Agreement as a whole and not to any particular Article, Section, or clause provision of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever The table of contents and captions herein are included for convenience of reference only and shall be ignored in the words “include”construction or interpretation hereof. References to Articles, “includes”Sections, Exhibits and Schedules are to the Articles, Sections, Exhibits and Schedules of or “including” to this Agreement unless otherwise specified. (c) All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. (d) Whenever the context may require, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any any singular term in this Agreement will shall be deemed to include the plural, and any plural term the singular. All pronouns , and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, words denoting either gender shall include both genders as the identity of the Person referred to may require. Where context requires and where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (ce) Whenever the last day for words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the exercise words “without limitation,” whether or not they are in fact followed by those words or words of any right or like import. (f) The word “or” is used in the discharge inclusive sense of any duty under this Agreement falls on a day other than a business day, “and/or.” The use of the party having such right or duty words “or,” “any” and “either” shall not be exclusive. (g) The word “will” shall be construed to have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, same meaning and effect as the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excludingshall.”. (dh) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a word “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Companyshall, unless the context otherwise requires. (f) References , be construed to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated a party to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, . Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall be construed as jointly drafted by the parties include such party’s successors and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreementpermitted assigns. (i) Any documents Reference to “$” and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made availabledollars” (or any phrase of similar import) prior are to the date hereof currency of the United States of America and references to Parent by the Company for purposes of this Agreement if they have been posted “NIS” is to the virtual data room maintained by currency of the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date State of this AgreementIsrael. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in Unless the context of this Agreement otherwise requires: 1.2.1 Words using the singular or plural number also include the plural or singular number, respectively; and words of any gender are deemed to include the other gender; 1.2.2 The Recitals, Exhibits and Schedules hereto shall constitute an integral part of this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section 1.2.3 In the event of any Law including any successor to such sectioninconsistency between the text of the Clauses of this Agreement and the Schedules or Exhibits hereto, the text of the Clauses of this Agreement shall prevail; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to 1.2.4 The terms “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, hereto” and derivative or similar words of similar import refer to this entire Agreement as a whole and not to any particular Article, Section, or clause specified Clauses of this Agreement, as the case may be; 1.2.5 Reference to any legislation or Applicable Law or to any provision thereof shall include references to any such legislation or Applicable Law as it may, after the Execution Date, from time to time, be amended, modified, consolidated, supplemented or re- enacted; 1.2.6 Any word or phrase defined in the body of this Agreement as opposed to being defined in Clause 1.1 above shall have the meaning assigned to it in such definition throughout this Agreement, unless otherwise the contrary is expressly stated or the contrary clearly indicated appears from the context; 1.2.7 Terms referred to in this Agreement shall, unless defined under this Agreement, have the meaning ascribed to such terms under the relevant statute or legislation; 1.2.8 When any number of days is prescribed in any document, the same shall be reckoned exclusive of the first and inclusive of the last day unless the last day does not fall on a Business Day, in which case the last day shall be the next succeeding day that is a Business Day; 1.2.9 Time is of the essence in the performance of the Parties’ respective obligations. If any time period specified herein is extended, such extended time shall also be of the essence; 1.2.10 Any right of the Purchaser to purchase the Business Undertaking under this Agreement shall include the right of the Purchaser to have such Business Undertaking purchased, whether in place of or in addition to the contraryPurchaser, by any affiliate of the Purchaser; (vi) 1.2.11 Any reference to the “date of this Agreementwriting”, “written” includes printing, typing, lithography and other means of reproducing words in permanent visible form, but excluding text messaging via mobile or smart phones or electronic mails; 1.2.12 Unless otherwise specified, references to days, months and years are to calendar days, calendar months and calendar years, respectively; 1.2.13 All approvals and / or consents to be granted by the date hereof”, Parties under this Agreement shall be deemed to mean approvals and words of similar import refer to August 27, 2018/ or consents in writing; and (vii) to “this Agreement” includes 1.2.14 If any provision in the Recitals, Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”is a substantive provision conferring rights or imposing obligations on any Party, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” effect shall be interpreted given to it as if it were a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, substantive provision in the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation body of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, In this Agreement, unless otherwise a clearly indicated to contrary intention appears (a) the contrary; singular number includes the plural number and vice versa; (iib) reference to any Law Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such LawPerson in any other capacity; (c) reference to any gender includes each other gender; (d) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended, modified, supplemented, amended or replaced modified and in effect from time to time and any rules or regulations promulgated thereunder and in accordance with the terms thereof and, if applicable, the terms hereof; (e) reference to any section of Article, Section, Schedule, Annex or Exhibit means such Article, Section, Schedule, Annex or Exhibit to this Agreement and references in any Law including any successor to such section; (iii) Article, Section, Schedule, Annex, Exhibit or definition to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; clause means such clause of such Article, Section, Schedule, Annex, Exhibit or definition; (ivf) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to hereunder”, “hereof”, “hereto”, “herein”, “hereunder”, “hereby”, “herewith”, herefrom” and words of similar import refer are reference to this Agreement as a whole and not to any particular Article, Section, Schedule, Annex or clause of this Agreement, unless otherwise clearly indicated Exhibit or other provision hereof; (g) relative to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including,” and the word “to” means “to but excluding” and “through” means “through and including”. ; (dh) The table “including” (and with correlative meaning “include”) means including without limiting the generality of contents and headings contained any description preceding such term; (i) reference to any Applicable Law means such Applicable Law as amended, modified, codified or reenacted, in this Agreement are for reference purposes only and will not affect whole or in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Subpart, and the Companyin effect from time to time, unless the context otherwise requires. and includes any rules and regulations promulgated thereunder; and (fj) References to “dollars” Total Costs, Net Actual Costs, Net Transmission Use and Capacity Exchange Agreement Capital Repair Costs, Net Event of Loss Costs and Net Condemnation Action Costs, as applicable, paid or “$” funded by a Party shall mean United States dollars, unless otherwise clearly indicated to the contrary. such costs as reduced by Cost Reductions received by such Party (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequentlybut without duplication, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party such Cost Reductions have already been taken into account by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (definition thereof or any phrase of similar importthe subcomponents thereof) prior and after giving effect to the date hereof Closing Payments and any related adjustment received pursuant to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this AgreementSection 2.02(d). (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used The headings contained in this Agreement, references to Agreement and in the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section table of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import refer contents to this Agreement as a whole are for reference purposes only and shall not to affect in any particular Article, Section, way the meaning or clause interpretation of this Agreement, unless . Any terms used herein but not otherwise clearly indicated defined herein shall have the meaning as defined in the Shareholder Agreement. The definitions of terms herein shall apply equally to the contrary; (vi) to singular and plural forms of the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall”. The words “include”, “includes”, or ” and “including” are used in this Agreement, they will shall be deemed to be followed by the words phrase “without limitation”. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The word “or” shall not be exclusive. Any singular term in The phrase “date hereof” or “date of this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will Agreement” shall be deemed to refer to October 25, 2012. Unless the femininecontext requires otherwise (i) any definition of or reference to any contract, masculineinstrument or other document or any Law herein shall be construed as referring to such contract, instrument or neuterother document or Law as from time to time amended, singular supplemented or pluralotherwise modified, as (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the identity words “herein”, “hereof” and “hereunder”, and words of the Person referred similar import, shall be construed to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under refer to this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day in its entirety and not to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” any particular provision hereof and (iv) all references herein to Articles and Sections shall be interpreted as a calendar day. With respect construed to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from refer to Articles and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation Sections of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this . This Agreement shall be construed as jointly drafted by the parties and no without regard to any presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning rule requiring construction or interpretation of this Agreementagainst the party drafting or causing any instrument to be drafted. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in In the event an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision provisions of this Agreement. (hb) No summary The definitions of this Agreement prepared by or on behalf the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any party pronoun shall affect include the meaning or interpretation of this Agreement. (i) Any documents corresponding masculine, feminine and agreements referred to herein (other than the Company Disclosure Letter neuter forms. The words "include", "includes" and the Engagement Letters) "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have been “delivered”the same meaning and effect as the word "shall". Unless the context requires otherwise; (i) any definition of or reference to any agreement, “provided”instrument or other document herein shall be construed as referring to such agreement, instrument or “made available” (other document or any phrase addenda, schedules, exhibits or amendments thereto, and as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein); (ii) any reference to any Laws herein shall be construed as referring to such Laws as from time to time enacted, repealed or amended; (iii) any reference herein to any Person shall be construed to include the Person's successors and assigns; (iv) the words "herein", "hereof" and "hereunder", and words of similar import) prior , shall be construed to the date hereof refer to Parent by the Company for purposes of this Agreement if they have been posted in its entirety and not to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior any particular provision hereof; (v) all references herein to the date Sections, Exhibits or Schedules shall be construed to refer to Sections, Exhibits and Schedules of this Agreement; and (vi) the singular number includes the plural number and vice versa. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, Exhibits or Schedules are to the Preamble or a Recital, Section, Section or Article of, or an Exhibit or Schedule to, this Agreement, Agreement unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, Law as amended, modified, supplemented, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, ” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, ” and words of similar import refer to August 27March 5, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Any documents and agreement referred to herein shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) to Parent by the Company for purposes of this Agreement if they have been posted to the Data Room at least two (2) business days prior to the date of this Agreement. (c) Whenever the words “include”, “includes”, ” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (cd) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (de) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (ef) References to a “party” hereto means Parent, Merger Sub, Sub or the Company and references to “parties” hereto means Parent, Merger Sub, Sub and the Company, unless the context otherwise requires. (fg) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used Unless expressly provided for elsewhere in this Agreement, references to this Agreement shall be interpreted in accordance with the following terms have the meanings indicatedprovisions: (ia) When calculating the period of time before which, within which or following which any act is to the Preamble be done or step taken pursuant to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. (b) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. (c) If a word or phrase is defined, its other grammatical forms have a corresponding meaning. (d) All references in this Agreement to articles, sections or subdivisions thereof shall refer to the contrary;corresponding article, section or subdivision thereof of this Agreement unless specific reference is made to such articles, sections, or subdivisions of another document or instrument. (iie) A reference to any Law are agreement or document (including a reference to such Law, this Agreement) is to the agreement or document as amended, modifiedvaried, supplemented, notated or replaced from time replaced, except to time the extent prohibited by this Agreement or that other agreement or document. (f) A reference to any Party to this Agreement or another agreement or document includes the Party’s successors and permitted assigns. (g) A reference to a writing includes a facsimile transmission of it and any rules or regulations promulgated thereunder means of reproducing of its words in a tangible and to any section of any Law including any successor to such section;permanently visible form. (iiih) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to The words “hereof”, ,” “herein”, ” and “hereunder”, “hereby”, “herewith”, ” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular Article, Section, or clause provision of this Agreement, and article, section, subsection, schedule and exhibit references are to this Agreement unless otherwise clearly indicated specified. (i) The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the contrary;specific or similar items or matters immediately following it. (vij) The word “or” will have the inclusive meaning represented by the phrase “and/or.” (k) The phrase “and/or” when used in a conjunctive phrase, shall mean any one or more of the Persons specified in or the existence or occurrence of any one or more of the events, conditions or circumstances set forth in that phrase; provided, however, that when used to describe the obligation of one or more Persons to do any act, it shall mean that the obligation is the obligation of each of the Persons but that it may be satisfied by performance by any one or more of them. (l) “date Shall” and “will” have equal force and effect. (m) The Exhibits, Schedules, Annexes and other Documents to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement”. All Exhibits, “the date hereof”, Schedules and words Annexes annexed hereto or referred to herein are hereby incorporated in and made a part of similar import refer this Agreement as if set forth in full herein. Any matter or item disclosed on one Schedule shall not be deemed to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to have been disclosed on any other Schedule. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. (bn) Whenever The Parties and their counsel have reviewed the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in provisions of this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in . In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly drafted by the parties Parties and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any provision of the provisions of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (jo) All capitalized terms used without definition references to immediately available funds or dollar amounts contained in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreementmean United States dollars.

Interpretations. (a) As used in this Agreement, references Agreement and unless otherwise indicated herein to the following terms have the meanings indicatedcontrary: (ia) When a reference is made in this Agreement to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recitalan Article, Section, or Article ofExhibit, Disclosure Schedule, clause, or subclause, such reference shall be to an Exhibit Article, Section, Exhibit, Disclosure Schedule, clause, or Schedule to, subclause of this Agreement, unless otherwise clearly indicated to the contrary;. (iib) The words “include,” “includes,” and “including” and other words or phrases of similar import shall be deemed to any Law be followed by the words “without limitation” whether or not they are to in fact followed by such Law, as amended, modified, supplemented, word or replaced from time to time and any rules or regulations promulgated thereunder and to any section words of any Law including any successor to such section;like import. (iiic) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to The words “hereof”, ,” “herein”, ,” and “hereunder”, “hereby”, “herewith”, ” and other words or phrases of similar import refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (d) The word “if” and other words or phrases of similar import shall be deemed, in each case, to be followed by the phrase “and only if.” (e) The use of “or” herein is not intended to be exclusive. (f) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine, or neuter forms, and the singular form of names and pronouns shall include the plural and vice versa. (g) All terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. (h) No summary of this Agreement prepared by References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or on behalf of regulations promulgated thereunder. References to any party Contract are to that Contract as amended, modified, or supplemented from time to time in accordance with the terms hereof and thereof. References to a Person are also to its successors and permitted assigns. References to a Governmental Authority shall affect the meaning be deemed to include reference to any successor thereto. References from or interpretation of this Agreementthrough any date means, unless otherwise specified, from and including or through and including such date, respectively. (i) Any documents and agreements referred References to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, Dollars” or “made available$” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreementshall mean United States dollars. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in this Agreement, references The definitions of the terms herein apply equally to the following singular and plural forms of the terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) defined. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. The words “include”, “includes”, or ” and “including” are used in this Agreement, they will be deemed to be followed by the words phrase “without limitation”. The word “or.” shall not be exclusive. Any singular term in this Agreement Unless the context requires otherwise, (A) any definition of or reference to any agreement, instrument or other document herein will be deemed construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (B) any reference to any laws herein will be construed as referring to such laws as from time to time enacted, repealed or amended, (C) any reference herein to any person will be construed to include the pluralperson’s permitted successors and assigns, (D) the words “herein”, “hereof” and “hereunder”, and any plural term the singular. All pronouns and variations words of pronouns similar import, will be deemed construed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect in its entirety and not to any determination particular provision hereof, (E) any reference herein to the words “mutually agree” or “mutual written agreement” will not impose any obligation on either Party to agree to any terms relating thereto, and (F) all references herein to Articles, Sections, Exhibits or Schedules will be construed to refer to Articles, Sections, Exhibits and Schedules of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) this Agreement. The table of contents contents, captions and Section headings contained appearing in this Agreement are for reference purposes inserted only as a matter of convenience and will not affect in no way define, limit, construe or describe the scope or intent of such Sections or of this Agreement, nor in any way the meaning or interpretation of affect this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretations. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, Exhibits or Schedules are to the Preamble or a Recital, Section, Section or Article of, or an Exhibit or Schedule to, this Agreement, Agreement unless otherwise clearly indicated to the contrary; (ii) to any Law are to such Law, Law as amended, modified, supplemented, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copy” of any Contract or other document or instrument are to a true true, correct and complete copy thereof; (v) to “hereof”, “herein”, “hereunder”, “hereby”, “herewith”, ” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, ” and words of similar import refer to August 27, 2018the date set forth in the Preamble; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Parent Disclosure Letter Schedule and the Parent Purchaser Disclosure LetterSchedule) to this Agreement. (b) Any documents and agreements referred to herein shall be deemed to have been “delivered”, “provided” or “made available” (or any phrase of similar import) to Purchaser by Parent, Seller or the Company for purposes of this Agreement if they have been posted to the Data Room at least five (5) Business Days prior to the date of this Agreement. (c) Whenever the words word “include”, “includes”, ” or “including” are is used in this Agreement, they it will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (cd) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business dayBusiness Day, the party Party having such right or duty shall have until the next business day Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (de) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties Parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties Parties and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party Party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Parent Disclosure Letter Schedule and the Parent Purchaser Disclosure LetterSchedule) to this Agreement shall have the meanings ascribed to such terms in this Agreement. (j) For purposes of determining whether any asset, liability or other amount was specifically recorded, identified, reserved for or accrued in the Final Balance Sheet, such asset, liability or other amount will be deemed specifically recorded, identified, reserved for or accrued in the Final Balance Sheet to the extent that (i) such asset, liability or other amount is specifically recorded, identified, reserved for or accrued in the underlying detail supporting the amounts set forth on the Final Closing Statement, including, to the extent applicable, the accounting work papers of the Company, Parent, Seller or Purchaser, as applicable, or (ii) such asset, liability or other amount was specifically recorded, identified, reserved for or accrued directly in the Final Balance Sheet.

Interpretations. In construing this Agreement: (a) As used no consideration shall be given to the captions of the articles, sections, subsections or clauses, which are inserted for convenience in locating the provisions of this Agreement and not as an aid to construction and shall not be interpreted to limit or otherwise affect the provisions of this Agreement or the rights and other legal relations of the parties hereto; (b) no consideration shall be given to the fact or presumption that either party had a greater or lesser hand in drafting this Agreement; (c) examples shall not be construed to limit, references to expressly or by implication, the following terms have matter they illustrate; (d) the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits, or Schedules are to the Preamble or a Recital, Section, or Article of, or an Exhibit or Schedule to, this Agreementword “includes” and its syntactic variants mean, unless otherwise clearly indicated to the contrary; specified, “includes, but is not limited to” and corresponding syntactic variant expressions; (iie) to any Law are to words such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copyherein,” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereby,” “hereafter,” “hereof”, ,” “herein”, hereto,” “hereabove,” “hereinabove,” “hereinbelow” and “hereunder”, “hereby”, “herewith”, and words of similar import ” refer to this Agreement as a whole and not to any particular Articlearticle, Section, section or clause provision of this Agreement; (f) whenever the context requires, unless otherwise clearly indicated to the contrary; (vi) to the “date of this Agreement”, “the date hereof”, and words of similar import refer to August 27, 2018; and (vii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” plural shall not be exclusive. Any singular term in this Agreement will be deemed to include the pluralsingular, and any plural term the singular. All pronouns and variations of pronouns will vice versa; (g) each gender shall be deemed to include the other gender, when such construction is appropriate; (h) all of the Exhibits and Schedules referred to in this Agreement are part of this Agreement and each Exhibit and Schedule is hereby incorporated herein as if set forth in full herein; (i) references to a Person are also to its permitted successors and permitted assigns; (j) all references in this Agreement to Exhibits, Schedules, Articles and Sections refer to the femininecorresponding Exhibits, masculineSchedules, or neuter, singular or plural, as the identity Articles and Sections of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicatedunless expressly provided otherwise; (k) unless expressly stated otherwise, the word “dayor” shall be interpreted as a calendar day. With respect to any determination of any period of time, is not exclusive; and (l) unless otherwise set forth expressly provided herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning agreement, instrument or interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub, Law defined or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement. (i) Any documents and agreements referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, including (other than the Company Disclosure Letter and the Engagement Letters) shall be deemed to have been “delivered”, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this Agreement. (j) All capitalized terms used without definition in the Exhibits case of agreements or instruments) by waiver or consent and Schedules (including in the Company Disclosure Letter case of Laws) by succession of comparable successor Laws and the Parent Disclosure Letter) reference to this Agreement shall have the meanings ascribed to such terms in this Agreementall attachments thereto and instruments incorporated therein.

Interpretations. In this Agreement, unless a clear contrary intention appears: (a) As used the singular includes the plural and vice versa; (b) reference to a Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) references to the following terms have the meanings indicated: (i) any Exhibit, Schedule, Section, Article, Annex, subsection and other subdivision refer to the Preamble or to the Recitalscorresponding Exhibits, Schedules, Sections, Articles, ExhibitsAnnexes, subsections and other subdivisions of this Agreement unless expressly provided otherwise; (e) references in any Section or Schedules are Article or definition to the Preamble or a Recital, any clause means such clause of such Section, Article or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise clearly indicated to the contrary; definition; (iif) to any Law are to such Law, as amended, modified, supplemented, or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iii) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (iv) to any “copyhereunder,” of any Contract or other document or instrument are to a true and complete copy thereof; (v) to “hereof”, ,” “herein”, “hereunder”, “hereby”, “herewith”, hereto” and words of similar import refer are references to this Agreement as a whole and not to any particular Articleprovision of this Agreement; (g) the word “or” is not exclusive, Section, and the word “including” (in its various forms) means “including without limitation”; (h) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with Mexican GAAP; (i) references to “days” are to calendar days; (j) all references to “delivered” or clause “made available” and words or phrases of similar import shall mean posted to a data room to which all Parties to this Agreement have been granted access no less than 24 hours prior to the execution of this Agreement, (k) all references to “$” and “Dollars” refer to the lawful currency of the United States unless otherwise clearly indicated specifically provided, (l) all references to “Ps$” and “Pesos” refer to the contrary; lawful currency of Mexico unless otherwise specifically provided; and (vim) all references herein or in the Disclosure Schedules to the a Contract “date of this Agreement”, “the date hereof”, and as amended” or words or phrases of similar import refer shall only be effective for the purpose of qualifying a representation or warranty herein to August 27, 2018; and (vii) the extent that all amendments thereto have been made available to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter Buyers. The Table of Contents and the Parent Disclosure Letter) to this Agreement. (b) Whenever the words “include”, “includes”, or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, Article and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine, or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a business day, the party having such right or duty shall have until the next business day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding”. (d) The table of contents Section titles and headings contained in this Agreement are inserted for convenience of reference purposes only and will are not affect in any way the meaning or interpretation of this Agreement. (e) References intended to be a “party” hereto means Parent, Merger Subpart of, or the Company and references to “parties” hereto means Parent, Merger Sub, and the Company, unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party shall affect the meaning or interpretation of of, this Agreement. (i) Any documents . This Agreement has been negotiated and agreements referred to herein (other than executed by the Company Disclosure Letter Parties in English, and the Engagement Letters) shall be deemed to have been “delivered”governed and interpreted in accordance with the English language. In the event of any conflict between this English language version of the Agreement and any translation into any other language, “provided”, or “made available” (or any phrase of similar import) prior to the date hereof to Parent by the Company for purposes of this Agreement if they have been posted to the virtual data room maintained by the Company for “Project Highlands” on the Venue platform by Donnelley Financial Solutions prior to the date of this AgreementEnglish language version shall govern and control. (j) All capitalized terms used without definition in the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement shall have the meanings ascribed to such terms in this Agreement.