Common use of Mutual Drafting; Interpretation Clause in Contracts

Mutual Drafting; Interpretation. (a) Each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The words “include,” “includes” or “including” mean “including without limitation,” and the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner.

Mutual Drafting; Interpretation. (a) Each Party party has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” As used in this Agreement, references to a “party” or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “includes” or “including” mean “including without limitation,” and the words “hereofExhibits,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shallAnnexes” and “willSchedules” have the same meaningare intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. In this Agreement, and when determining whether an item is “material” to Ouster or Velodyne, the term “material” shall be interpreted to mean, as applicable, “and/or”. Similarlymaterial to the business of Ouster and its Subsidiaries, unless taken as a whole” or “material to the context requires otherwisebusiness of Velodyne and its Subsidiaries, taken as a whole.” As used in this Agreement, documents or other information or materials will be deemed to have been “made available” by a party if such documents, information or materials have been (i) continuously made accessible to the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have other party by 12:00 p.m. Pacific time on the meaning set forth in Rule 12b-2 date of this Agreement by means of a virtual data room; or (ii) delivered or provided to the Exchange Act. The phrases “other party’s outside counsel on an outside counsel only basis by 12:00 p.m. Pacific time on the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner.

Mutual Drafting; Interpretation. (a) Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “includes” or “including” mean “including without limitation,” and the words “hereofExhibits,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shallAnnexes” and “willSchedules” have the same meaningare intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and . Disclosure of any item on the Company Disclosure Letter or the Parent Disclosure Letter by reference to any particular Section or Subsection of this Agreement shall be interpreted as “and/or”. Similarly, unless deemed to constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such other Section or Subsection is reasonably apparent from such disclosure or the context requires otherwise, the in which such disclosure is made. The words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewithherein” and terms “hereunder” and words of similar import, shall be deemed to when used in this Agreement, refer to the date set forth in the preamble this Agreement as a whole and not to any particular provision of this Agreement. If References in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section. References to a term is Person are also to its successors and permitted assigns. All terms defined as one part of speech (such as a noun), it has a corresponding meaning in this Agreement shall have the defined meanings when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols any certificate or other information in a visible form by any method document made or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerpursuant thereto unless otherwise defined therein.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; , the masculine gender shall include the feminine and neuter genders; , the feminine gender shall include the masculine and neuter genders; genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Articles” and “Schedules” are intended to refer to Sections, Articles and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended references to refer to U.S. United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, (i) references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder, (ii) references to any Person include the date set forth in the preamble to this Agreement. If a term is defined as one part successors and permitted assigns of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwisethat Person, and (iii) references from or through any date mean from and including writings delivered by .pdfor through and including, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerrespectively.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “includes” or “including” mean “including without limitation,” and the words “hereofExhibits,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shallAnnexes” and “willSchedules” have the same meaningare intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless Disclosure of any item on the context requires otherwise, Company Disclosure Letter or the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date Parent Disclosure Letter by reference to any particular Section or Subsection of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the date set forth in relevance of such disclosure to such other Section or Subsection is reasonably apparent on the preamble to this Agreement. If a term is defined as one part face of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerdisclosure.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The word “or” shall not be exclusive. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless Disclosure of any item on the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date Company Disclosure Schedule by reference to any particular Section or Subsection of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the date set forth applicability of such disclosure to such other Section or Subsection is reasonably apparent from such disclosure or the context in the preamble to this Agreement. If a term which such disclosure is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannermade.

Mutual Drafting; Interpretation. (a) Each Party party has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The As used in this Agreement, the words “include,” “includes” or and “including” mean “including without limitation,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “hereof,without limitation.” As used in this Agreement, references to a “hereby,party” or the “herein,parties” “hereunder” and similar terms are intended to refer to a party to this Agreement as a whole and not any particular section in which such words appearor the parties to this Agreement. The words “shallmade available to Parent” and words of similar import refer to documents (a) posted to the data room maintained by the Company or its Representatives in connection with the Transactions, (b) delivered in person or electronically to Parent, Merger Sub or any of their respective Representatives or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC, in each case, at least two (2) Business Days prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “Exhibits,” “Annexes” and “willSchedules” have the same meaningare intended to refer to Articles and Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall be disjunctive and shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or a material fact, event or circumstance or that such item has had, would have the meaning set forth in Rule 12b-2 of the Exchange Actor would reasonably be expected to have a Company Material Adverse Effect. The phrases “information contained in the date Company Disclosure Schedule is disclosed solely for purposes of this Agreement,” “, and no information contained in the date hereof,” “of even date herewith” and terms of similar import, Company Disclosure Schedule shall be deemed to refer be an admission by the Company to the date set forth in the preamble to this Agreement. If a term is defined as one part any Third Party of speech any matter whatsoever (such as a nounincluding any violation of Law or breach of Contract), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The ; (b) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation” (c) all references in this Agreement to “Sections,” “includes” or “including” mean “including without limitation,Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Annexes and Schedules to this Agreement; (d) the words “hereof,” “hereby,herein” “herein,” and “hereunder” and words of similar terms import, when used in this Agreement, refer to this Agreement as a whole and not to any particular section provision of this Agreement; (e) all terms defined in which such words appear. The words “shall” and “will” this Agreement have the same meaning. The phrase “to the extent” shall mean the degree to which a subject defined meanings when used in any certificate or other thing extendsdocument made or delivered pursuant hereto, unless otherwise defined therein; (f) references to a Person are also to such Person’s successors and such phrase shall not mean simply “if.” All permitted assigns; (g) all references in this Agreement to “$” are intended to “or other monetary amounts refer to U.S. dollars. Unless ; (h) unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as ; (i) all references to the “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth this Agreement is made and entered into; (j) although the same or similar subject matters may be addressed in different provisions, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content); and any Contract or Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the preamble to this Agreement. If a term is defined as one part case of speech Laws) by succession of comparable successor Laws and (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannercase of Laws) any rules and regulations promulgated under said Laws.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “Annexes” are intended to refer to Sections of this Agreement and Exhibits and Annexes to this Agreement. The Company Disclosure Letter and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section Section or Article in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless Disclosure of any item on the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date Company Disclosure Letter by reference to any particular Section or Subsection of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such other Section or Subsection is reasonably apparent on the face of such disclosure. Except as otherwise indicated, “made available” or terms of similar import mean (i) made available to Parent and its advisors in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, or (ii) as publicly filed or furnished by the Company with the SEC, in each case, at least one (1) Business Day prior to the date set forth in the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerhereof.

Mutual Drafting; Interpretation. (a) Each Party party has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall will arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections For purposes of this Agreement are for convenience Agreement, whenever the context requires: the singular number will include the plural, and vice versa; the masculine gender will include the feminine and neuter genders; the feminine gender will include the masculine and neuter genders; and the neuter gender will include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the Parties only and shall be given no substantive or interpretative effect whatsoever. words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The words “include,” “includes” or “including” mean “including without limitation,” and the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” shall will not be deemed to be exclusive. Documents, materials and shall be interpreted as information are deemed to have been “and/or”. Similarlymade available” to Parent and Merger Sub, unless if such documents, materials or information were available for review by such person and its Representatives through the context requires otherwise, the words electronic data room entitled “neitherGalaxy New,” “nor,” “any,” which is hosted by Datasite (xxx.xxxxxxxx.xxx) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and “either” are not exclusive. The term “affiliates” shall have the meaning set forth publicly available, in Rule 12b-2 of the Exchange Act. The phrases “each case, at least three (3) Business Days prior to the date of this Agreement,. The phrase “ordinary course of business” “the date hereof,” “of even date herewith” and terms of similar importmeans an action taken, shall or omitted to be deemed to refer to the date set forth taken, by any Person in the preamble to this Agreement. If a term is defined as one part ordinary course of speech (such as a noun)Person’s business consistent with past practice, it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb)including any COVID-19 Changes. References to “writingdays” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. 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 will be excluded, and if the last day of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or reproduction warranty will limit the applicability of wordsa more general provision, symbols representation or other information warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in a visible form by any method or combination of methodsthis Agreement will be given full, whether in electronic form or otherwiseseparate, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerindependent effect and that such provisions are cumulative.

Mutual Drafting; Interpretation. (a) Each Party party has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall will arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections For purposes of this Agreement are for convenience Agreement, whenever the context requires: the singular number will include the plural, and vice versa; the masculine gender will include the feminine and neuter genders; the feminine gender will include the masculine and neuter genders; and the neuter gender will include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the Parties only and shall be given no substantive or interpretative effect whatsoever. words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The words “include,” “includes” or “including” mean “including without limitation,” and the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” shall will not be deemed to be exclusive. Documents, materials and shall be interpreted as information are deemed to have been “and/or”. Similarlymade available” to Parent and Merger Sub, unless if such documents, materials or information were available for review by such person and its Representatives through the context requires otherwise, the words electronic data room entitled “neitherGalaxy New,” “nor,” “any,” which is hosted by Datasite (xxx.xxxxxxxx.xxx) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and “either” are not exclusive. The term “affiliates” shall have the meaning set forth publicly available, in Rule 12b-2 of the Exchange Act. The phrases “each case, at least three (3) Business Days prior to the date of this Agreement,” . The phrase “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner.ordinary course of

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall will arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections For purposes of this Agreement are for convenience Agreement, whenever the context requires: the singular number will include the plural, and vice versa; the masculine gender will include the feminine and neuter genders; the feminine gender will include the masculine and neuter genders; and the neuter gender will include masculine and feminine genders. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof and words of similar import, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the Parties only and shall be given no substantive or interpretative effect whatsoever. words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The words “include,” “includes” or “including” mean “including without limitation,” and the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” shall will not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the The words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewithherein” and terms “hereunder” and words of similar import, import when used in this Agreement shall be deemed to refer to the date set forth Agreement as a whole and not to any particular provision in the preamble to this Agreement. If a term is defined The word “will” shall be construed to have the same meaning and effect as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). the word “shall.” References to “writing” days mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannercalendar days unless otherwise specified.

Mutual Drafting; Interpretation. (a) Each Party party has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The As used in this Agreement, the words “include,” “includes” or and “including” mean “including without limitation,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “hereof,without limitation.” As used in this Agreement, the word “hereby,or” is not exclusive. As used in this Agreement, references to a “herein,party” or the “hereunderparties” and similar terms are intended to refer to a party to this Agreement or the parties to this Agreement. When used in reference to the Company or its Subsidiaries, the term “material” shall be measured against the Company and its Subsidiaries, taken as a whole and not any particular section in which such words appearwhole. The words “shallmade available to Parent” and words of similar import refer to documents (a) posted to the data room maintained by the Company or its Representatives in connection with the Transactions, (b) delivered in person or electronically to Parent Group Member, Parent, Merger Sub or any of their respective Representatives or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (EXXXX) database of the SEC, in each case, at least two (2) Business Days prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “Exhibits,” “Annexes” and “willSchedules” have the same meaningare intended to refer to Articles and Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall be disjunctive and shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or a material fact, event or circumstance or that such item has had, would have the meaning set forth in Rule 12b-2 of the Exchange Actor would reasonably be expected to have a Company Material Adverse Effect. The phrases “information contained in the date Company Disclosure Schedule is disclosed solely for purposes of this Agreement,” “, and no information contained in the date hereof,” “of even date herewith” and terms of similar import, Company Disclosure Schedule shall be deemed to refer be an admission by the Company to the date set forth in the preamble to this Agreement. If a term is defined as one part any third party of speech any matter whatsoever (such as a nounincluding any violation of Law or breach of Contract), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner.

Mutual Drafting; Interpretation. (a) Each Party party has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings When a reference is made in this Agreement to a Section, Article, Exhibit or Schedule, such reference shall be to a Section, Article, Exhibit or Schedule of the articles this Agreement unless otherwise indicated. The table of contents and sections of headings contained in this Agreement are for convenience of the Parties reference purposes only and shall not affect or be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references deemed to affect in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect way the meaning or interpretation of this Agreement or any term or provision hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. References herein to a Person are also to such exhibit Person’s successors and permitted assigns. All references in this Agreement to “$” or scheduleother monetary amounts refer to U.S. dollars. Unless otherwise specifically provided for herein, as applicable. (b) the term “or” shall not be deemed to be exclusive. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The As used in this Agreement, the words “include,” “includes” or and “including” mean “including without limitation,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “ifwithout limitation.” All references As used in this Agreement Agreement, references to a “$party” or the “parties” are intended to refer to U.S. dollarsa party to this Agreement or the parties to this Agreement. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the The words “neithermade available,” “nor,” “any,provided” and “either” words of similar import refer to documents (i) posted to the data room maintained by the Company or its Representatives in connection with the Transactions and hosted on Intralinks or (ii) that are not exclusive. The term “affiliates” shall have publicly available in the meaning set forth in Rule 12b-2 Electronic Data Gathering, Analysis and Retrieval (EXXXX) database of the Exchange Act. The phrases “SEC, in each case, at least one (1) Business Day prior to the date of this Agreement,” “the date hereof,” “of even date herewith” Agreement and terms of similar import, shall be deemed that were available and accessible to refer to the date set forth in the preamble to this Agreement. If Parent and its Representatives on a term is defined as one part of speech (continuous basis from and after such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerposting.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “Annexes” are intended to refer to Sections of this Agreement and Exhibits and Annexes to this Agreement. The Company Disclosure Letter and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section Section or Article in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless Disclosure of any item on the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date Company Disclosure Letter by reference to any particular Section or Subsection of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such other Section or Subsection is reasonably apparent from such disclosure or the context in which such disclosure is made. Except as otherwise indicated, “made available” or terms of similar import mean made available to Parent and its advisors in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement at least one (1) day prior to the date set forth in the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerhereof.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; , the masculine gender shall include the feminine and neuter genders; , the feminine gender shall include the masculine and neuter genders; genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall Table of Contents be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Articles, Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The table of contents and headings set forth in this Agreement ae for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended references to refer to U.S. United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, (i) references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date set forth mean from and including or through and including, respectively. Other than any Company SEC Document publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval System, a document shall be deemed to have been “delivered”, “provided” or “made available” to Parent or Purchaser only if such document has been made available in the preamble to virtual data room established by the Company for the purposes of the transactions contemplated by this Agreement. If a term is defined as one part of speech Agreement no later than 11:59 p.m. (such as a noun)Pacific Time) on February 10, it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner2017.

Mutual Drafting; Interpretation. (a) Each Party party has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The As used in this Agreement, the words “include,” “includes” or and “including” mean “including without limitation,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “hereof,without limitation.” As used in this Agreement, references to a “hereby,party” or the “herein,parties” “hereunder” and similar terms are intended to refer to a party to this Agreement as a whole and not any particular section in which such words appearor the parties to this Agreement, unless the context requires otherwise. The words “shallmade available to Parent” and words of similar import refer to documents (a) posted to the data room maintained by the Company or its Representatives in connection with the transactions contemplated by this Agreement, (b) delivered in person or electronically to Parent, Merger Sub or any of their respective Representatives or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (EXXXX) database of the SEC, in each case, at least one (1) Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “willSchedules” have the same meaningare intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; , the masculine gender shall include the feminine and neuter genders; , the feminine gender shall include the masculine and neuter genders; genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Articles, Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The table of contents and headings set forth in this Agreement ae for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended references to refer to U.S. United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, (i) references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date set forth mean from and including or through and including, respectively. Other than any Company SEC Document publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval System, a document shall be deemed to have been “delivered”, “provided” or “made available” to Parent or Purchaser only if such document has been made available in the preamble to virtual data room established by the Company for the purposes of the transactions contemplated by this Agreement. If a term is defined as one part of speech Agreement no later than 11:59 p.m. (such as a noun)Pacific Time) on February 10, it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner2017.

Mutual Drafting; Interpretation. (a) Each Party party has jointly participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The As used in this Agreement, the words “"include" and "including,” “includes” or “including” mean “including " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation,” and ." As used in this Agreement, the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms "ordinary course of business" shall be deemed to be followed by the words "consistent with past practice". As used in this Agreement, references to a "party" or the "parties" are intended to refer to a party to this Agreement or the parties to this Agreement. Except as a whole otherwise indicated, all references in this Agreement to "Sections," "Exhibits," "Annexes" and not any particular section in which such words appear"Schedules" are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “"dollars" "$” " are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “"or” " shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwiseAs used in this Agreement, the words “neither"hereof,” “nor" "herein,” “any" "hereby,” " "hereunder" and “either” are words of similar import shall refer to this Agreement as a whole and not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date to any particular provision of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import. Any Contract or Law defined or referred to herein means any such Contract or Law as from time to time amended, shall be deemed to refer to the date set forth in the preamble to this Agreement. If a term is defined as one part of speech (such as a noun)modified or supplemented, it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerunless otherwise specifically indicated.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Any reference to any Governmental Entity include any successor to the Governmental Entity and to any affiliate include any successor to the affiliate. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. The words “will” and “shall” and words of similar import when used in this Agreement shall mean a command. All references in this Agreement to “$” are intended to refer to U.S. dollars. 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, and 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 “and/or”a calendar day. SimilarlyWith respect to any determination of any period of time, unless the context requires otherwiseotherwise set forth herein, the words word “neither,from” means “nor,” “any,from and including” and the word “eitherto” are not exclusive. The term means “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerbut excluding.”

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Annexes and Schedules to this Agreement. The schedules and annexes attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth Disclosure in Rule 12b-2 any section or subsection of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, Company Disclosure Schedule shall be deemed disclosed with respect to refer all sections of this Agreement and all other sections or subsections of the Company Disclosure Schedule to the date set forth in extent that the preamble relevance of such disclosure to this Agreement. If a term such other section or subsection is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerreasonably apparent.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; , the masculine gender shall include the feminine and neuter genders; , the feminine gender shall include the masculine and neuter genders; genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Articles, Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended references to refer to U.S. United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, (i) references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively. Solely for purposes of the representations and warranties contained in ARTICLE III, other than (x) any Company SEC Document publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval System and (y) the references in the first paragraph of Article III and Sections 3.2(c), 3.13(a), and 3.13(e), a document shall be deemed to have been “delivered”, “provided” or “made available” to Parent or the Purchaser only if such document has been made available in the virtual data room established by the Company for the purposes of the transactions contemplated by this Agreement no later than 11:59 p.m. (Pacific Time) on the date set forth in that is two (2) days prior to the preamble to date of this Agreement. If a term is defined as one part Agreement (it being understood, for the avoidance of speech doubt, that this interpretation provision shall not be applicable with respect any provision of this Agreement (such as a nounother than ARTICLE III), it has a corresponding meaning when used in other grammatical forms or as another part including for purposes of speech (such as a verbdetermining the Marketing Period). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “Annexes” are intended to refer to Sections of this Agreement and Exhibits and Annexes to this Agreement. The Company Disclosure Letter and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section Section or Article in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless Disclosure of any item on the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date Company Disclosure Letter by reference to any particular Section or Subsection of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such other Section or Subsection is reasonably apparent on the face of such disclosure. Except as otherwise indicated, “made available”, “provided to” or terms of similar import mean (i) made available to Parent and its advisors in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement at least two (2) Business Days prior to the date set forth hereof, or (ii) as publicly filed or furnished by the Company with the SEC, in each case, at least two (2) Business Days prior to the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerdate hereof.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever : (i) Unless the context otherwise requires: , references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto. (ii) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. (iii) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. (iv) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. (v) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (vi) Unless otherwise specifically indicated, all references to “dollars” or “$” shall refer to the lawful currency of the United States. (vii) The singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. (viii) As used in this Agreement, the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” (ix) All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. (x) The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. (xi) Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner.

Mutual Drafting; Interpretation. (a) Each Party party has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The As used in this Agreement, the words “"include" and "including,” “includes” or “including” mean “including " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation,” and ." As used in this Agreement, references to a "party" or the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms "parties" are intended to refer to a party to this Agreement as a whole and not any particular section in which such words appearor the parties to this Agreement. The words “shall” "made available to Parent" and “will” have the same meaning. The phrase “words of similar import refer to documents (i) posted to the extent” shall mean data room maintained by the degree Company or its Representatives in connection with the transactions contemplated by this Agreement, (ii) delivered in person or electronically to which a subject Parent, Merger Sub or other thing extendsany of their respective Representatives or (iii) that are publicly available in the Electronic Data Gathering, Analysis and such phrase shall not mean simply “if.” Retrieval (XXXXX) database of the SEC, in each case, at least one (1) Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to "Sections," "Exhibits," "Annexes" and "Schedules" are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “"$” " are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “"or” " shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner.8.12

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; , the masculine gender shall include the feminine and neuter genders; , the feminine gender shall include the masculine and neuter genders; genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Articles, Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended references to refer to U.S. United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, (i) references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder, (ii) references to any Person include the successors and permitted assigns of that Person, and (iii) references from or through any date mean from and including or through and including, respectively. Solely for purposes of the representations and warranties contained in ARTICLE III, other than (x) any Company SEC Document publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval System and (y) the references in the first paragraph of Article III and Sections 3.2(c), 3.13(a), and 3.13(e), a document shall be deemed to have been “delivered”, “provided” or “made available” to Parent or the Purchaser only if such document has been made available in the virtual data room established by the Company for the purposes of the transactions contemplated by this Agreement no later than 11:59 p.m. (Pacific Time) on the date set forth in that is two (2) days prior to the preamble to date of this Agreement. If a term is defined as one part Agreement (it being understood, for the avoidance of speech (such as a noun)doubt, it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner.that this

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall will arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections For purposes of this Agreement are for convenience Agreement, whenever the context requires: the singular number will include the plural, and vice versa; the masculine gender will include the feminine and neuter genders; the feminine gender will include the masculine and neuter genders; and the neuter gender will include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the Parties only and shall be given no substantive or interpretative effect whatsoever. words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The words “include,” “includes” or “including” mean “including without limitation,” and the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” shall will not be deemed to be exclusive. Documents, materials and shall be interpreted as information are deemed to have been “and/or”. Similarlymade available” to (a) Parent and Merger Sub, unless if such documents, materials or information were available for review by such person and its Representatives through the context requires otherwise, the words electronic data room entitled “neitherProject Galaxy,” which is hosted by Datasite (xxx.xxxxxxxx.xxx) in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and publicly available and (b) Company, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “nor,” “any,” Top Gun II”, which is hosted by Donnelley Financial Solutions Venue (xxx.xxxxxxxx.xxx) in connection with the transactions contemplated hereby or disclosed in a Parent SEC Document filed and “either” are not exclusive. The term “affiliates” shall have the meaning set forth publicly available, in Rule 12b-2 of the Exchange Act. The phrases “each case, at least three (3) Business Days prior to the date of this Agreement,. The phrase “ordinary course of business” “the date hereof,” “of even date herewith” and terms of similar importmeans an action taken, shall or omitted to be deemed to refer to the date set forth taken, by any Person in the preamble to this Agreement. If a term is defined as one part ordinary course of speech (such as a noun)Person’s business consistent with past practice, it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb)including any COVID-19 Changes. References to “writingdays” will mean “calendar days” unless expressly stated otherwise. References to a person are also to its successors and permitted assigns. 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 will be excluded, and if the last day of such period is not a Business Day, the period will end on the immediately following Business Day. No specific provision, representation or reproduction warranty will limit the applicability of wordsa more general provision, symbols representation or other information warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in a visible form by any method or combination of methodsthis Agreement will be given full, whether in electronic form or otherwiseseparate, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerindependent effect and that such provisions are cumulative.

Mutual Drafting; Interpretation. (a) Each Party party has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall will arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections For purposes of this Agreement are for convenience Agreement, whenever the context requires: the singular number will include the plural, and vice versa; the masculine gender will include the feminine and neuter genders; the feminine gender will include the masculine and neuter genders; and the neuter gender will include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the Parties only and shall be given no substantive or interpretative effect whatsoever. words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The words “include,” “includes” or “including” mean “including without limitation,” and the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” shall will not be deemed to be exclusive. Documents, materials and shall be interpreted as information are deemed to have been “and/or”. Similarlymade available” to Parent and Merger Sub, unless if such documents, materials or information were available for review by such person and its Representatives through the context requires otherwise, the words electronic data room entitled “neitherBalloon,” “nor,” “any,” which is hosted by Donnelley Financial Solutions in connection with the transactions contemplated hereby or disclosed in a Company SEC Document filed and “either” are not exclusive. The term “affiliates” shall have the meaning set forth publicly available, in Rule 12b-2 of the Exchange Act. The phrases “each case, at least one (1) Business Day prior to the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writingdays” will mean “calendar days” unless expressly stated otherwise. References to a Person are also to its successors and permitted assigns. 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 will be excluded. No specific provision, representation or reproduction warranty will limit the applicability of wordsa more general provision, symbols representation or other information in a visible form by any method or combination warranty. It is the intent of methodsthe parties hereto that each representation, whether in electronic form or otherwisewarranty, covenant, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” condition contained in this Agreement will be construed in the same mannergiven full, separate, and independent effect and that such provisions are cumulative.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The ; (b) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation” (c) all references in this Agreement to “Sections,” “includes” or “including” mean “including without limitation,Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Annexes and Schedules to this Agreement; (d) the words “hereof,” “hereby,herein” “herein,” and “hereunder” and words of similar terms import, when used in this Agreement, refer to this Agreement as a whole and not to any particular section provision of this Agreement; (e) all terms defined in which such words appear. The words “shall” and “will” this Agreement have the same meaning. The phrase “to the extent” shall mean the degree to which a subject defined meanings when used in any certificate or other thing extendsdocument made or delivered pursuant hereto, unless otherwise defined therein; (f) references to a Person are also to such Person’s successors and such phrase shall not mean simply “if.” All permitted assigns; (g) all references in this Agreement to “$” are intended to ”or other monetary amounts refer to U.S. dollars. Unless ; (h) unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as ; (i) all references to the “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth this Agreement is made and entered into; (j) although the same or similar subject matters may be addressed in different provisions, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content); and any Contract or Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the preamble to this Agreement. If a term is defined as one part case of speech Laws) by succession of comparable successor Laws and (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannercase of Laws) any rules and regulations promulgated under said Laws.

Mutual Drafting; Interpretation. (a) Each Party party has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” As used in this Agreement, references to a “party” or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “includes” or “including” mean “including without limitation,” and the words “hereofExhibits,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shallAnnexes” and “willSchedules” have the same meaningare intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “dollars” or “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwiseAs used in this Agreement, the words “neitherhereof,” “norherein,” “anyhereby,” “hereunder” and “either” are words of similar import shall refer to this Agreement as a whole and not exclusiveto any particular provision of this Agreement. The Any Contract or Law defined or referred to herein means any such Contract or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. For the purposes of Article III of this Agreement, the term “affiliates” made available”, with respect to any document or item made available to Parent and its Representatives, shall have mean such document or item has been made available to Parent and its Representatives in the meaning set forth in Rule 12b-2 of electronic data room maintained by the Exchange Act. The phrases “Company on or before 24 hours immediately prior to the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. (c) As used in this Agreement, the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” (d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Annexes” are intended to refer to Sections of this Agreement and Annexes to this Agreement. The Annexes attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. (e) The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section Section or Article in which such words appear. The words “shall” and “will” have the same meaning. 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.” (f) All references in this Agreement to “$” are intended to refer to U.S. dollars. If any currency conversion shall be required in connection with any provision of this Agreement (other than the conversion referred to in Section 1.1(g)(i)), such conversion shall be calculated using the average exchange rate for the conversion of the applicable foreign currency into Dollars, quoted for current transactions for both buying and selling Dollars, as reported in The Wall Street Journal (U.S. internet version at xxx.xxx.xxx) for the last Business Day of each month of the calendar quarter to which such payment pertains. (g) Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. (h) Except as otherwise indicated, “made available”, “provided to” or terms of similar import mean (i) made available to Parent and shall be interpreted as “and/or”. Similarly, unless its advisors in the context requires otherwise, electronic data room maintained by the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 Company for purposes of the Exchange Act. The phrases “the date of transactions contemplated by this Agreement,” “Agreement prior to the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer or (ii) as publicly filed or furnished by the Company with the SEC, in each case, at least one (1) Business Day prior to the date set forth in the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerhereof.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; , the masculine gender shall include the feminine and neuter genders; , the feminine gender shall include the masculine and neuter genders; genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Articles” and “Schedules” are intended to refer to Sections, Articles and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes. All references to Schedule A shall be deemed to refer to Schedule A as updated and delivered by the Stockholders in accordance with Section 4.6. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended references to refer to U.S. United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Except as otherwise specified, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, (i) references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder, (ii) references to any Person include the date set forth in the preamble to this Agreement. If a term is defined as one part successors and permitted assigns of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwisethat Person, and (iii) references from or through any date mean from and including writings delivered by .pdfor through and including, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerrespectively.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “Annexes” are intended to refer to Sections of this Agreement and Exhibits and Annexes to this Agreement. The Company Disclosure Letter, Parent Disclosure Letter and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless Disclosure of any item on the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date Company Disclosure Letter or Parent Disclosure Letter by reference to any particular Section or Subsection of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the date set forth in relevance of such disclosure to such other Section or Subsection is reasonably apparent on the preamble to this Agreement. If a term is defined as one part face of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerdisclosure.

Mutual Drafting; Interpretation. (a) Each Party party has jointly participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” As used in this Agreement, references to a “party” or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “includes” or “including” mean “including without limitation,” and the words “hereofExhibits,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shallAnnexes” and “willSchedules” have the same meaningare intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “dollars” or “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwiseAs used in this Agreement, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewithherein,” “hereby,” “hereunder” and terms words of similar import, import shall be deemed to refer to the date set forth in the preamble this Agreement as a whole and not to any particular provision of this Agreement. If a term is Any Contract or Law defined or referred to herein means any such Contract or Law as one part of speech (such as a noun)from time to time amended, it has a corresponding meaning when used in other grammatical forms modified or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of wordssupplemented, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerunless otherwise specifically indicated.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The ; (b) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation” (c) all references in this Agreement to “Sections,” “includes” or “including” mean “including without limitation,Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Annexes and Schedules to this Agreement; (d) the words “hereof,” “hereby,herein” “herein,” and “hereunder” and words of similar terms import, when used in this Agreement, refer to this Agreement as a whole and not to any particular section provision of this Agreement; (e) all terms defined in which such words appear. The words “shall” and “will” this Agreement have the same meaning. The phrase “to the extent” shall mean the degree to which a subject defined meanings when used in any certificate or other thing extendsdocument made or delivered pursuant hereto, unless otherwise defined therein; (f) references to a Person are also to such Person’s successors and such phrase shall not mean simply “if.” All permitted assigns; (g) all references in this Agreement to “$” are intended to ”or other monetary amounts refer to U.S. dollars. Unless ; (h) unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as ; (i) all references to the “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth this Agreement is made and entered into; (j) although the same or similar subject matters may be addressed in different provisions, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content); and (k) any Contract or Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the preamble to this Agreement. If a term is defined as one part case of speech Laws) by succession of comparable successor Laws and (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannercase of Laws) any rules and regulations promulgated under said Laws.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “includes” or “including” mean “including without limitation,” and the words “hereofExhibits,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shallAnnexes” and “willSchedules” have the same meaningare intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless Disclosure of any item on the context requires otherwise, Company Disclosure Schedule or the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date Parent Disclosure Schedule by reference to any particular Section or Subsection of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the date set forth relevance of such disclosure to such other Section or Subsection is reasonably apparent from such disclosure or the context in the preamble to this Agreement. If a term which such disclosure is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannermade.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; , the masculine gender shall include the feminine and neuter genders; , the feminine gender shall include the masculine and neuter genders; genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Articles, Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended references to refer to U.S. United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Other than any Company SEC Document publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval System, and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, a document shall be deemed to refer have been “delivered”, “provided” or “made available” to the date set forth Parent or Purchaser only if such document has been made available in the preamble to virtual data room established by the Company for the purposes of the transactions contemplated by this Agreement. If a term is defined as one part of speech Agreement no later than 11:59 p.m. (such as a noun)Pacific Time) on February 23, it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner2015.

Mutual Drafting; Interpretation. (a) Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections” and “Annexes” are intended to refer to Sections of this Agreement and Annexes to this Agreement. The Company Disclosure Schedule and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The words “includehereof,” “includes” or “including” mean “including without limitation,” and the words “hereofhereto,” “hereby,” “herein,” “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section Section or Article in which such words appear. The words “shall” and “will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and shall be interpreted as “and/or”. Similarly, unless Disclosure of any item on the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date Company Disclosure Schedule by reference to any particular Section or Subsection of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, Agreement shall be deemed to refer constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such other Section or Subsection is reasonably apparent on the face of such disclosure. Except as otherwise indicated, “made available”, “provided to” or terms of similar import mean (i) made available to Parent and its advisors in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement at least two Business Days prior to the date set forth hereof, or (ii) as publicly filed or furnished by the Company with the SEC, in each case, at least two Business Days prior to the preamble to this Agreement. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in other grammatical forms or as another part of speech (such as a verb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same mannerdate hereof.