Common use of Other Definitional and Interpretative Provisions Clause in Contracts

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacity.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular descriptive headings of this Agreement are inserted for convenience only and plural forms do not constitute a substantive part of the terms definedthis Agreement. Whenever required by the context may requirecontext, any pronoun used in this Agreement shall include the corresponding masculine, feminine and or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The words use of the word “hereof”, “hereinincluding” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed by way of example rather than by limitation. Reference to include any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the pluralterms thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any plural term agreement, document or instrument that requires the singularconsent of any Person pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification. The terms use of the words “clause(s)or,” “either” and “subparagraph(s)any” shall not be used herein interchangeablyexclusive. Whenever The parties hereto have participated jointly in the words “include”, “includes” or “including” are used in negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, they this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict. References to agreements or other documents shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printingsuch agreement or other document as amended, typing and other means of reproducing words (including electronic media) in a visible formrestated, supplemented and/or otherwise modified from time to time. References to any Law or statute shall be deemed to refer to such statute Law or statute, together with the rules and regulations promulgated thereunder, in each case as may be amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythereto.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules Exhibits 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 Schedule Exhibit or Schedule, but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any law include all rules or and regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns Permitted Assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacity.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference purposes only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibit, Annexes and Schedules are to Articles, Sections Sections, Exhibit, Annexes and Schedules of this Agreement unless otherwise specified. All Exhibit, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized All terms defined in this Agreement and used in any Schedule but not otherwise defined thereinin any Exhibit, Annex or Schedule or any other document made or delivered pursuant hereto shall have the meaning as defined in this Agreement. Any singular term The definitions contained in this Agreement shall be deemed are applicable to include the plural, and any singular as well as the plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeablyforms of such terms. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred contract shall be deemed to herein or in any agreement or instrument that is referred refer to herein means such agreement or instrument contract as amended, modified or supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacity.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. When the words “not to be unreasonably withheld” are used in this Agreement, they shall be deemed to be followed by the phrase “, conditioned or delayed”, whether or not they are in fact followed by that phrase or a phrase of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined References to “law” or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member “laws” shall be deemed to refer solely to such Person in its capacity as such Member include any and not in any other capacityall Applicable Law.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions descriptive headings used herein are included inserted for convenience of reference only and shall are not intended to be ignored in part of or to affect the construction meaning or interpretation hereofof this Agreement. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” definitions contained in this Agreement are applicable to the masculine as well as to the feminine and “subparagraph(s)” shall be used herein interchangeablyneuter genders of such term. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. References to “ordinary course of business” shall mean “ordinary course of business consistent with past practice”. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred Contract are to herein or in any agreement or instrument that is referred to herein means such agreement or instrument Contract as from time to time amended, modified, modified or supplemented or restated, (including by waiver or consent, and references ) from time to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected time in accordance with the terms hereof and thereof. References to “the transactions contemplated by this Agreement” or words with a similar import shall be deemed to include the Merger. References to any Person include the successors and permitted assigns of that Person. References herein to “$” or dollars will refer to United States dollars, unless otherwise specified. References from or through any date mean, unless otherwise specified, from and including such date or through and includingincluding such date, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references References to any Member shall period of days will be deemed to refer solely be to such Person the relevant number of calendar days unless otherwise specified. The phrase “made available” with respect to documents shall mean any documents filed or furnished with the SEC prior to the date of this Agreement or, in its capacity the case of the Company, made available in the Datasite virtual data room created by the Company on June 8, 2022 on or prior to the date that is one calendar day prior to the date hereof. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as such Member if drafted jointly by the Parties, and not in no presumption or burden of proof will arise favoring or disfavoring any other capacityParty by virtue of the authorship of any of the provisions of this Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”’, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules Exhibits 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 Schedule Exhibit but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References Except as explicitly set forth herein or in another Transaction Documents, all references to any a particular statute or other Law shall be deemed to refer to such statute as amended include all rules and regulations promulgated thereunder in effect from time to time and any amendments or successors to any such statutes, Laws, rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementregulations. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, Any action to be taken by or any statute defined or referred consent to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including be given by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of MembersPersons, including any holders of any class of Unitsthe “MCK Members”, such approvalthe “Sponsor Shareholders”, consent “H&F” or other matter shall require the “Echo Shareholders”, unless otherwise specified herein, are to be taken or consented to upon the approval of the Person(s) holding a majority of the Units beneficially owned by such group. The parties have participated jointly in interest the negotiation and drafting of such group this Agreement. In the event an ambiguity or question of Members. Except to the extent otherwise expressly provided hereinintent or interpretation arises, all references to any Member this Agreement shall be deemed to refer solely to such Person in its capacity construed as such Member if drafted jointly by the parties and not in no presumption or burden of proof shall arise favoring or disfavoring any other capacityparty by virtue of the authorship of any of the provisions of this Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits, Annexes and Schedules are to Articles, Sections Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specifiedspecified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to any statute “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless calendar days unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementindicated. References to any Person include the successors and permitted assigns of that Person. References from “from” or through “through” any date mean, unless otherwise specified, from and including or through and includingincluding such date, respectively. Unless No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise expressly provided hereinspecified. Any Contract, any statute instrument or law defined or referred to herein or in any agreement or instrument that is referred to herein means such statute Contract, instrument or law as from time to time amended, modified, modified or supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly (provided herein, when any approval, consent or other matter requires any action or approval that for purposes of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval representations and warranties contained in this Agreement that are made as of a majority in interest of such group of Members. Except to the extent otherwise expressly provided hereinspecific date or dates, all references to (x) any Member Contract, instrument or statute shall be deemed to refer solely to such Person Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in its capacity each case, as of such Member date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other capacityprovision hereof.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both Unless the singular and plural forms of express context otherwise requires: (a) the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import similar import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (b) the captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (c) references to Articles, Sections Sections, Exhibits, Annexes and Schedules are to Articles, Sections Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified. All ; (d) all Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any ; (e) any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any ; (f) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever ; (g) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. ; (h) the word “Writingor” is not exclusive; (i) “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (j) 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. Unless otherwise expressly provided herein; (k) references to any Contract as of the date of this Agreement, any agreement or instrument defined or referred shall be deemed to herein or in any agreement or instrument refer to that is referred to herein means such agreement or instrument Contract as from time to time amended, modified, modified or supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each as of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with date of this Agreement. References ; (l) references to any Person include the successors and permitted assigns of that Person. References ; (m) references from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein; (n) references to “law”, “laws” or to a particular statute or law shall be deemed also to include any statute defined Applicable Law; (o) references to “it” or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein“its” and similar references, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references applied to any Member individual, shall be deemed to refer solely to “him” or “her”, “he” or “she”, or “his” or “hers”, as applicable; (p) any information or materials shall be deemed provided, made available or delivered to Parent if such information or materials have been delivered to Parent or uploaded to the electronic data room maintained by the Group Entities and their financial advisors for purposes of the Transactions at least two (2) days prior to the date of this Agreement; (q) the parties hereto intend that each representation, warranty, covenant and agreement herein shall have independent significance, and if any party hereto has breached any representation, warranty, covenant or agreement contained herein, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty, covenant or agreement, as the case may be; (r) references (including, for example, references in Section 2.04) to a Holdings Pre-Closing Member relating to his, her or its rights in respect of consideration to be paid under this Agreement shall refer to such Person in his, her or its capacity as a direct holder of Equity Interests of Holdings, and any calculation or other determination with respect to such Person shall not take into account any Equity Interests of Holdings indirectly held by such Holdings Pre-Closing Member through Rollover Holdco; and (s) the parties hereto have participated jointly in the negotiation and not drafting of this Agreement; accordingly, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any other capacityparty hereto by virtue of the authorship of any provisions of this Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and “subparagraph(s)” shall be used herein interchangeablyneutral gender and vice versa. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including, ,” respectively. Unless otherwise expressly provided hereinAll references to currency herein shall be to, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amendedand all payments required hereunder shall be paid in, modified, supplemented or restated, including by succession of comparable successor statutesU.S. Dollars. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all All references to any Member time herein shall refer to Eastern Time in the United States. Neither this Agreement nor any uncertainty or ambiguity herein shall be deemed construed or resolved against Seller or Buyer, whether under any rule of construction or otherwise, as a result of the identity of the Party or Parties who drafted this Agreement or any provision hereof. Whenever this Agreement refers to a number of days, such number shall refer solely to calendar days unless Business Days are specified. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such Person in its capacity as such Member phrase shall not mean simply “if”. All accounting terms used herein and not in any other capacityexpressly defined herein shall have the meanings given to them under GAAP.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any statute are to that statute, as amended from time to time, and to the rules and regulations promulgated thereunder. References to “$” and “dollars” are to the currency of the United States. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred References to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except party’s “knowledge” are references to the extent otherwise expressly provided hereinactual knowledge of the directors and officers of that party after reasonable inquiry, all and references to any Member “made available” shall be deemed mean that such documents or information referenced shall have been contained in the Company’s electronic data room to refer solely to such Person in which Parent and its capacity as such Member and not in any other capacitycounsel had access.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used When a reference is made in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of an Article, Exhibit or Section, such reference only and shall be ignored in the construction to an Article, Exhibit or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules Section of this Agreement unless otherwise specifiedindicated. All Schedules annexed hereto or referred The table of contents to herein are hereby incorporated in this Agreement, and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule but not otherwise defined thereinthe Article, shall have the meaning as defined Exhibit and Section headings contained in this Agreement. Any singular term , are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeablyAgreement. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those .” The words or “hereof,” “herein” and “hereunder” and words of like import. “Writing”, “written” and comparable terms similar import when used in this Agreement shall refer to printing, typing this Agreement as a whole and other means of reproducing words (including electronic media) in a visible form. References not to any statute particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms and any reference to the masculine, feminine or neuter gender shall be deemed to refer to such statute include any gender or all three as amended from time to time and to any rules or regulations promulgated thereunderappropriate. Unless otherwise expressly provided hereinspecified, any agreement agreement, instrument or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified, supplemented modified or restated, including by succession of comparable successor statutessupplemented. Unless the context otherwise expressly provided hereinrequires, when “or,” “neither,” “nor,” “any,” “either,” and “or” shall not be exclusive or disjunctive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any approvalparty by virtue of the authorship of any provisions of this Agreement. Reference to any agreement, consent document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no amendment or other matter modification to any agreement, document or instrument that requires any action or approval the consent of any group Person pursuant to the terms of Membersthis Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification. Wherever a conflict exists between this Agreement and any other agreement, including any holders of any class of Units, such approval, consent or other matter this Agreement shall require the approval of a majority in interest of such group of Members. Except control but solely to the extent otherwise expressly provided herein, all references of such conflict. References to any Member Law shall be deemed to refer solely to such Law, together with the rules and regulations promulgated thereunder, in each case as may be amended from time to time and any successor thereto. References to any Person in its capacity as such Member shall be deemed to refer to that Person’s successors and not in any other capacitypermitted assigns.

Other Definitional and Interpretative Provisions. The definitions Unless specified otherwise in Section 1.01 shall apply equally to both this Agreement, the obligations of any Party consisting of more than one Person are joint and several. Unless specified otherwise in this Agreement, all words used in the singular number shall extend to and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculineplural, feminine all words in the plural number shall extend to and neuter formsinclude the singular, and all words in any gender shall extend to and include all genders. The words “"hereof”", “"herein” " and “"hereunder” " and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “"include”", “"includes” " or “"including” " are used in this Agreement, they shall be deemed to be followed by the words “"without limitation”", whether or not they are in fact followed by those words or words of like import. “"Writing”", “"written” " and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors terms hereof and permitted assigns of that Personthereof. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinThe Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including Party by succession virtue of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval the authorship of any group of Members, including any holders the provisions of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof,” “hereto”, “hereby”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute “executive officer” shall be deemed to refer to such statute term as amended defined in Rule 3b-7 under the Exchange Act. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any statute are to that statute and to the rules and regulations promulgated thereunder, in each case as amended from time to time. References to “$” and “dollars” are to the currency of the United States. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise References to “days” shall mean “calendar days” unless expressly provided hereinstated otherwise. Accounting terms used, any statute defined or referred but not specifically defined, in this Agreement shall be construed in accordance with GAAP as applied by the Company. The term “or” is not exclusive. The word “extent” in the phrase “to herein or in any agreement or instrument that is referred the extent” shall mean the degree to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent which a subject or other matter requires any action or approval of any group of Membersthing extends, including any holders of any class of Units, and such approval, consent or other matter phrase shall require the approval of a majority in interest of such group of Members. Except not mean simply “if.” References to the extent otherwise expressly provided herein“ordinary course of business” refer to the ordinary course of business of the Company and its Subsidiaries, all taken as a whole. All references herein to any Member “parties” shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythe parties hereto unless the context shall otherwise require.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (a) The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. . (b) The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. . (c) References to Articles, Sections Sections, Xxxxxxxxx, Annexes and Schedules Exhibits are to Articles, Sections Sections, Schedules, Annexes and Schedules Exhibits of this Agreement unless otherwise specified. . (d) All Schedules (including the Company Disclosure Schedule and the Parent Disclosure Schedule), Annexes and Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. . (e) Any capitalized terms used in any Schedule (including the Company Disclosure Schedule and the Parent Disclosure Schedule), Annex or Exhibit but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. . (f) Where there is any inconsistency between the definitions set out in Section 1.01 and the definitions set out in any other Section or any Schedule (including the Company Disclosure Schedule and the Parent Disclosure Schedule), Annex or Exhibit, then, for the purposes of construing such Section, Schedule, Annex or Exhibit, the definitions set out in such Section, Schedule, Annex or Exhibit shall prevail. (g) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”. (h) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (i) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” . (j) References to one gender shall be used herein interchangeably. include all genders. (k) Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. . (l) “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. . (m) 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. Unless otherwise expressly provided herein, . (n) References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. the terms thereof. (o) References to any Person include the successors and permitted assigns of that Person. . (p) References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein. (q) References to “made available” mean, with respect to any statute defined or referred to herein or document, that such document was (A) in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except electronic data room relating to the extent otherwise expressly transactions contemplated by this Agreement maintained by the Company or Parent, as applicable, (B) in the case of Parent, filed with or furnished to the SEC, or (C) provided hereinby the Company or Parent, all references as applicable, in physical form for review by the other party or its Representatives, in each case, by 5:00 p.m. Houston, Texas time on the day prior to any Member shall the execution of this Agreement. (r) References to “$” are to United States dollars. (s) The word “party” is to be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitya party hereto, unless the context requires otherwise.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 following rules of interpretation shall apply equally to both this Agreement: (a) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “hereby,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (b) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (c) references to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules ; (d) all Exhibits and schedules annexed hereto to this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (e) any capitalized terms term used in any Exhibit or the Company Disclosure Schedule but not otherwise defined therein, therein shall have the meaning as defined set forth in this Agreement. Any ; (f) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , and “subparagraph(s)” references to any gender shall be used herein interchangeably. Whenever include all genders; (g) whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing; (h) ”, writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (i) references to any statute shall be deemed Contract or Laws are to refer to such statute that Contract or Laws as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References the terms hereof and thereof; provided, that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule; (j) references to any Person include the successors and permitted assigns of that Person. References from ; (k) references “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including,” respectively; (l) references to “dollars” and “$” means U.S. dollars; (m) the term “made available” and words of similar import mean that the relevant documents, respectively. Unless otherwise expressly instruments or materials were (i) posted and made available on the Intralinks, Inc. due diligence data site maintained by the Company or Parent, in connection with the Transactions prior to the date hereof; (ii) provided herein, any statute defined or referred to herein via electronic mail or in any agreement person prior to the date hereof; or instrument that is referred (iii) filed or furnished to herein means such statute as from time the SEC and publicly available on the SEC’s XXXXX reporting system at least two (2) Business Days prior to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent the date hereof; (n) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other matter requires theory extends and such phrase shall not mean “if”; and (o) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any action or approval Party by virtue of the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions (a) Notwithstanding anything to the contrary in Section 1.01 this Agreement, the obligations, representations, warranties and covenants of any party hereto are several (with respect to itself) and not joint and several, and in no event shall apply equally to both any party hereto have any liability for the singular and plural forms obligations, representations, warranties or covenants of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter formsother party hereto. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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 this Agreement but not otherwise defined herein shall have the meaning assigned to such term in the Merger Agreement. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein. (b) In this Agreement, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval the Shareholder of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority Covered Shares held in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member trust shall be deemed to refer solely to such Person be the relevant trust and/or the trustees thereof acting in its capacity their capacities as such Member trustees, in each case as the context may require to be most protective of Parent, including for purposes of such trustees’ representations and not in any other capacitywarranties as to the proper organization of the trust, their power and authority as trustees and the non-contravention of the trust’s governing instruments.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 following rules of interpretation shall apply equally to both this Agreement: (i) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “hereby”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (ii) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules ; (iv) all Exhibits and schedules annexed hereto to this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein, therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , and “subparagraph(s)” references to any gender shall be used herein interchangeably. Whenever include all genders; (vii) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. ; (viii) “Writingwriting”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (ix) references to any statute Applicable Law shall be deemed to refer to such statute Applicable Law as amended or supplemented from time to time and to any rules or rules, regulations and interpretations promulgated thereunder. Unless otherwise expressly provided herein; (x) references to any Contract are to that Contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References the terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of that Person. References from ; (xii) references “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including”, respectively. Unless otherwise expressly ; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) posted and made available to the other party on the Intralinks/Project Coffee_Latte due diligence data site, with respect to the Company, or on the Intralinks/Project Coffee_Americano due diligence data site, with respect to Parent, as applicable, maintained by such party in connection with the transactions contemplated hereby, in each case, prior to the date hereof; (B) provided herein, any statute defined or referred to herein via electronic mail or in any agreement person prior to the date hereof; or instrument that is referred (C) filed or furnished to herein means such statute as from time the SEC and publicly available on the SEC’s XXXXX reporting system prior to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent the date hereof; (xv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other matter requires theory extends and such phrase shall not mean “if”; and (xvi) the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any action or approval party by virtue of the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all (a) references to any Member organization documents (including the Solaris LLC Agreement), agreements (including this Agreement) and other contractual instruments shall be deemed to refer solely include all subsequent amendments, restatements, extensions, supplements and other modifications thereto; and (b) references to any law (including the Code and the Treasury Regulations) shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Person in its capacity as such Member and not in any other capacitylaw.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified, and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection. 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. Whenever the phrase “ordinary course”, “ordinary course of business” or any similar phrase is used in this Agreement it shall be deemed to mean the ordinary course of business consistent with past practice. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to any statute shall be deemed “$” and “dollars” are to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each currency of the foregoingUnited States, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References (ii) from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred respectively and (iii) to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member “days” shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitycalendar days unless otherwise indicated.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 following rules of interpretation shall apply equally to both this Agreement: (i) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “hereby”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (ii) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections Sections, Schedules and Schedules Exhibits are to Articles, Sections Sections, Schedules and Schedules Exhibits of this Agreement unless otherwise specified. All ; (iv) all Exhibits and Schedules annexed hereto to this Agreement or referred to herein in this Agreement, including the Disclosure Schedules, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Schedule Exhibit or the Disclosure Schedules but not otherwise defined therein, therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , and “subparagraph(s)” references to any gender shall be used herein interchangeably. Whenever include all genders; (vii) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. ; (viii) “Writingwriting”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (ix) references to any statute applicable Law shall be deemed to refer to such statute applicable Law as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein; (x) references to any contract are to that contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consentin accordance with the terms thereof, and references to all attachments thereto the portion of any contract that is split off or assigned in part hereunder are, after such split or assignment, solely to that portion of such contract, and instruments incorporated therein, but in the case of each of the foregoing, only not to the extent that contract in its entirety prior to such amendment, modification, supplement, restatement, waiver split or consent is effected assignment in accordance with this Agreement. References part thereof; (xi) references to any Person include the successors and permitted assigns of that Person. References from ; (xii) references “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including”, respectively. Unless ; (xiii) references to a “day” or “days” mean, unless otherwise expressly specified, a calendar day or calendar days, respectively; (xiv) references to “dollars” and “$” means U.S. dollars, and all payments to be made by either party hereunder shall be made in U.S. dollars, (xv) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) posted and made available to the other party on the electronic data site maintained by the disclosing party in connection with the transactions contemplated hereby; or (B) provided herein, any statute defined or referred to herein by the disclosing party via e-mail or in any agreement or instrument that is referred person; (xvi) the word “extent” in the phrase “to herein means such statute as from time the extent” shall mean the degree to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent which a subject or other matter requires theory extends and such phrase shall not mean “if”; and (xvii) the parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any action or approval party by virtue of the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits, Annexes and Schedules are to Articles, Sections Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred References to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except “to the extent” shall mean the extent otherwise expressly provided hereinto which a thing exceeds another, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitysimply “if” or “provided.”

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits, Appendices and Schedules are to Articles, Sections Sections, Exhibits, Appendices and Schedules of this Agreement unless otherwise specified. All Exhibits, Appendices 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, Appendix or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any References to “law,” “laws” or to a particular statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member law shall be deemed also to refer solely to such Person in its capacity as such Member include any and not in any other capacityall Applicable Law.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The preamble and recitals to this Agreement are incorporated into and made a part of this Agreement. The table of contents, and the article and section and other titles, headings and captions herein herein, are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Annexes, Exhibits and Schedules are to Articles, Sections Sections, Annexes, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, 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 Annex, Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any The definition of terms herein shall apply equally to the singular term in this Agreement and the plural. Whenever the context may require, any pronoun shall be deemed to include the pluralcorresponding masculine, feminine and any plural term the singularneuter forms. The terms word “clause(s)” and “subparagraph(s)will” shall be used herein interchangeablyconstrued to have the same meaning as the word “shall”. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or thing extends, and such shall not mean simply “if”. The word “or” shall not be exclusive (i.e., “or” shall be deemed to mean “and/or”). “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References Unless otherwise specified, 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. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred Contract are to herein or in any that agreement or instrument that is referred to herein means such agreement Contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. References to “ordinary course” or “ordinary course of business” refers to the ordinary course of business of the Company and the Subsidiaries of the Company, as well as reasonable actions or omissions taken or to be taken by the Company or any of its Subsidiaries in good faith and in their reasonable business discretion from time to time in response to any novel economic or social conditions, circumstances or events, including those relating to or arising from COVID-19. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to the date set forth in the preamble of this Agreement. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval The measure of a majority in interest period of one month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such group period being measured will be the next actual date of Membersthe following month or year (for example, one month following February 18 is March 18 and one month following March 31 is May 1). Except to as otherwise specifically indicated, for purposes of measuring the extent otherwise expressly provided hereinbeginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), all references to any Member the time at which a thing, occurrence or event shall begin or end shall be deemed to refer solely occur in the time zone in which San Jose, California is located. References to such Person “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. Any references in this Agreement to “dollars” or “$” shall be to U.S. dollars. As used herein, term “made available” means that the information referred to has been (i) posted in the “data room” established by the Company or its capacity as such Member and not Representatives prior to the execution of this Agreement, or (ii) sent to Parent’s counsel (listed in any other capacitySection 11.01) prior to the execution of this Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 following rules of interpretation shall apply equally to both this Agreement: (i) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “hereby”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (ii) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Articles and Sections and Schedules are to Articles, Articles and Sections and Schedules of this Agreement unless otherwise specified. All 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 ; (iv) any Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , and “subparagraph(s)” references to any gender shall be used herein interchangeably. Whenever include all genders; (v) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. ; (vi) “Writingwriting”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (vii) references to any statute Applicable Law shall be deemed to refer to such statute Applicable Law as amended or supplemented from time to time and to any rules or rules, regulations and interpretations promulgated thereunder. Unless ; (viii) except as otherwise expressly provided hereinspecified, references to any agreement contract are to that contract as amended, modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References the terms hereof and thereof (ix) references to any Person include the successors and permitted assigns of that Person. References from ; (x) references “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including”, respectively. Unless otherwise expressly provided herein, any statute defined or referred ; (xi) references to herein or “$” means U.S. dollars; (xii) the word “extent” in any agreement or instrument that is referred the phrase “to herein means such statute as from time the extent” shall mean the degree to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent which a subject or other matter requires theory extends and such phrase shall not mean “if”; and (xiii) the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any action or approval party by virtue of the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions Notwithstanding anything to the contrary in Section 1.01 this Agreement, the obligations, representations, warranties and covenants of any party hereto are several (with respect to itself) and not joint and several, and in no event shall apply equally to both any party hereto have any liability for the singular and plural forms obligations, representations, warranties or covenants of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter formsother party hereto. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinReferences to “law”, any “laws” or to a particular statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member law shall be deemed also to refer solely to such Person in its capacity as such Member and not in include any other capacityApplicable Law.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents, and the article and section and other titles, headings and captions herein herein, are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Annexes, Exhibits and Schedules are to Articles, Sections Sections, Annexes, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, 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 Annex, Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any The definition of terms herein shall apply equally to the singular term in this Agreement and the plural. Whenever the context may require, any pronoun shall be deemed to include the pluralcorresponding masculine, feminine and any plural term the singularneuter forms. The terms word “clause(s)” and “subparagraph(s)will” shall be used herein interchangeablyconstrued to have the same meaning as the word “shall”. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or thing extends, and such shall not mean simply “if”. The word “or” shall not be exclusive. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References Unless otherwise specified, 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. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred Contract are to herein or in any that agreement or instrument that is referred to herein means such agreement Contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to the date set forth in the preamble of this Agreement. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval The measure of a majority in interest period of one month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such group period being measured will be the next actual date of Membersthe following month or year (for example, one month following February 18 is March 18 and one month following March 31 is May 1). Except to as otherwise specifically indicated, for purposes of measuring the extent otherwise expressly provided hereinbeginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), all references to any Member the time at which a thing, occurrence or event shall begin or end shall be deemed to refer solely occur in the time zone in which San Jose, California is located. References to such Person “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. Any references in its capacity as such Member and not in any other capacitythis Agreement to “dollars” or “$” shall be to U.S. dollars.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “date hereof” when used in this Agreement shall refer to the date of this Agreement. The terms “or”, “any” and “either” are not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “made available to Journal”, “made available to Scripps” and words of similar import refer to delivered in person or electronically to Journal or Scripps, as the case may be, or their respective Representatives or otherwise available to any party hereto through the SEC website. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits, Appendices and Schedules are to Articles, Sections Sections, Exhibits, Appendices and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed attached 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined contract listed on any Scripps Disclosure Schedule or referred to herein Journal Disclosure Schedule, all such amendments, modifications or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but supplements must also be listed in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementappropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinReferences to “law”, any “laws” or to a particular statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member law shall be deemed also to refer solely to such Person include any Applicable Law. Each of the parties hereto has participated in its capacity the drafting and negotiation of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement must be construed as such Member if it is drafted by all the parties hereto, and not in no presumption or burden of proof shall arise favoring or disfavoring any other capacityparty hereto by virtue of authorship of any of the provisions of this Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules Exhibits 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 term used in any Schedule Exhibit but not otherwise defined therein, therein shall have the meaning as defined ascribed to such term in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinReferences to “law”, any “laws” or to a particular statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member law shall be deemed also to refer solely to such Person in its capacity as such Member include any and not in any other capacity.all Applicable Laws. 12 ARTICLE 2 Organization 12

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and “subparagraph(s)” shall be used herein interchangeablyneutral gender and vice versa. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. The word “or” shall be disjunctive but not exclusive. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules The phrases “provided,” “delivered” or regulations promulgated thereunder. Unless otherwise expressly provided “made available,” when used herein, any agreement mean that the subject information or instrument defined or materials referred to herein or in any agreement or instrument that is referred have, prior to herein means such agreement or instrument as from time to time amendedthe relevant date of determination, modified, supplemented or restated, including by waiver or consentbeen electronically delivered to, and references to all attachments thereto made viewable and instruments incorporated thereindownloadable by, but in Buyer and its requested Representatives on the case “Project Eagle” electronic data room hosted by Intralinks, as that site existed as of each of the foregoing5:00 X.X. Xxx Xxxx Xxxx, only Xxx Xxxx time at least one (1) Business Day immediately prior to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with date of this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references References to any Member Law shall be deemed to refer solely to such Person Law as amended from time to time, except as otherwise specified herein, and to any rules or regulations promulgated thereunder. All references to any time herein shall refer to Eastern Time. The language used in its capacity as this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party. Whenever this Agreement refers to a number of days, such Member number shall refer to calendar days unless Business Days are specified. 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”. All accounting terms used herein and not in any other capacityexpressly defined herein shall have the meanings given to them under GAAP.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutesstatutes and any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacity.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules Exhibits 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 Schedule Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and includingincluding such date, respectively. Unless otherwise expressly provided herein, any References to “law,” “laws” or to a particular statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member law shall be deemed also to refer solely to such Person in its capacity as such Member include any and not in any other capacityall Applicable Law.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The preamble and recitals to this Agreement are incorporated into and made a part of this Agreement. The table of contents, and the article and section and other titles, headings and captions herein herein, are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Annexes, Exhibits and Schedules are to Articles, Sections Sections, Annexes, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, 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 Annex, Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any The definition of terms herein shall apply equally to the singular term in this Agreement and the plural. Whenever the context may require, any pronoun shall be deemed to include the pluralcorresponding masculine, feminine and any plural term the singularneuter forms. The terms word “clause(s)” and “subparagraph(s)will” shall be used herein interchangeablyconstrued to have the same meaning as the word “shall”. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or thing extends, and such shall not mean simply “if”. The word “or” shall not be exclusive (i.e., “or” shall be deemed to mean “and/or”). “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References Unless otherwise specified, 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. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred Contract are to herein or in any that agreement or instrument that is referred to herein means such agreement Contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. References to “ordinary course” or “ordinary course of business” refers to the ordinary course of business of the Company and the Subsidiaries of the Company, taken as a whole, as well as reasonable actions or omissions taken or to be taken by the Company or any of its Subsidiaries in good faith from time to time in response to COVID-19 or COVID-19 Actions and the results thereof. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to the date set forth in the preamble of this Agreement. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval The measure of a majority in interest period of one (1) month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such group period being measured will be the next actual date of Membersthe following month or year (for example, one (1) month following February 18 is March 18 and one month following March 31 is May 1). Except to as otherwise specifically indicated, for purposes of measuring the extent otherwise expressly provided hereinbeginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), all references to any Member the time at which a thing, occurrence or event shall begin or end shall be deemed to refer solely occur in the time zone in which New York, New York is located. References to such Person “law”, “laws” or to a particular statute or law shall be deemed also to include any Law. Any references in this Agreement to “dollars” or “$” shall be to U.S. dollars. As used herein, references to information or documents being “made available by the Company” means that the information or documents referred to have been posted in the “virtual data room” established by the Company or its capacity as such Member and not in any other capacityRepresentatives prior to 12:00 p.m., Eastern Time, on the date hereof.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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, provided that any information disclosed in an Exhibit or Schedule shall not be construed to mean that such information is required to be disclosed by this Agreement (except where such information is affirmatively required to be so disclosed). Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed are to refer to such statute that statute, as amended from time to time time, and to any the rules or and regulations promulgated thereunder. Unless otherwise expressly provided herein, References to any agreement or instrument contract (including terms that are defined or referred in this Agreement) are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof; provided that, with respect to any agreement or contract listed on any Schedules annexed hereto, all such amendments, modifications or supplements must also be listed in such Schedules. References to any Person include the successors and permitted assigns of that Person. References to the parties mean the parties to this Agreement, unless otherwise specified. References from or through any date mean, unless otherwise specified, from and including such date or through and includingincluding such date, respectively. Unless otherwise expressly provided hereinReferences to “law”, “laws” or to a particular statute or law shall be deemed also to include any statute defined Applicable Law. References in this Agreement to any United States legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or referred to herein any legal concept or thing shall, in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval respect of any group jurisdiction other than that of Membersthe United States, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority be deemed to include what most nearly approximates in interest of such group of Members. Except that jurisdiction to the extent otherwise expressly provided hereinUnited States legal term. References in this Agreement to “the date hereof” or “the date of this Agreement” shall refer to December 14, all 2005. For the avoidance of doubt, (i) references in this Agreement to any Member “the transactions contemplated by this Agreement” and similar references shall be deemed to refer solely include the transactions contemplated by the Charter Amendment (including the Parent Common Stock Redemption), and (ii) the covenants contained in this Agreement shall be deemed to such Person in its capacity have been effective and binding obligations from the Original Merger Agreement Date (other than those covenants to the extent relating to Merger Subsidiary, the Charter Amendment, the reclassification of Parent Stock contemplated by the Charter Amendment, or the Parent Common Stock Redemption, which covenants shall be effective and binding obligations as such Member and not in any other capacityof the date hereof).

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions herein are included for convenience of reference only and shall be ignored not affect in any way the meaning, construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided hereinthereunder (provided, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval for purposes of any group representations and warranties contained in Articles 3 and 4 of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval this Agreement that are made as of a majority in interest of such group of Members. Except to the extent otherwise expressly provided hereinspecific date, all references to any Member statute shall be deemed to refer solely to such Person in its capacity statute, as such Member amended, and not in to any other capacity.rules or regulations promulgated thereunder, as of such

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 following rules of interpretation shall apply equally to both this Agreement: (i) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “hereby,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (ii) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules ; (iv) all Exhibits and schedules annexed hereto to this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein, therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term shall be deemed to include the singular. The terms “clause(s)” , and “subparagraph(s)” references to any gender shall be used herein interchangeably. Whenever include all genders; (vii) whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. ; (viii) “Writing”, writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including by electronic media) in a visible form. References ; (ix) references to any statute Applicable Law shall be deemed to refer to such statute Applicable Law as amended or supplemented from time to time and to any rules or rules, regulations and interpretations promulgated thereunder. Unless otherwise expressly provided herein; (x) references to any Contract are to that Contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References the terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of that Person. References from ; (xii) references to “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including,” respectively; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) the term “made available” and words of similar import mean that the relevant documents, respectively. Unless otherwise expressly instruments or materials were (A) posted and made available to Parent prior to the date hereof by the Company on the Project View IntraLinks Data Site, (B) provided herein, any statute defined or referred to herein via electronic mail or in any agreement or instrument person prior to the date that is referred two days prior to herein means such statute as from time the date hereof, or (C) filed with or furnished to time amendedthe SEC and publicly available on the SEC’s XXXXX reporting system in unredacted form after January 1, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent 2019 and prior to the date hereof; (xv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other matter requires theory extends and such phrase shall not mean “if”; and (xvi) the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any action or approval party by virtue of the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this ​ Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits, Annexes and Schedules are to Articles, Sections Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The word “or” shall not be deemed to be exclusive. The word “extent” and the phrase “to the extent” when used in this Agreement shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if”. References to any statute statute, law or other Applicable Law shall be deemed to refer to such statute statute, law or other Applicable Law as amended from time to time and and, if applicable, to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References to a “party” or the “parties” mean a party or the parties to this Agreement unless the context otherwise requires. Unless the context otherwise requires, all references in this Agreement to the Subsidiaries of a Person will be deemed to include all direct and indirect Subsidiaries of such entity. The measure of a period of one month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date. If no corresponding date exists, then the end date of such period being measured will be the next actual date of the following month or year (for example, one month following May 18 is June 18 and one month following May 31 is July 1). 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. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless Except as otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided set forth herein, all references amounts required to be paid hereunder shall be paid in United States currency in the manner and at the times set forth herein. Whenever this Agreement requires Merger Sub to take any Member action, such requirement shall be deemed to refer solely include an undertaking on the part of Parent to cause Merger Sub to take such Person action. The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and each has been represented by counsel of its capacity choosing and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by such Member parties and not no presumption or burden of proof will arise favoring or disfavoring any party due to the authorship of any provision of this Agreement. References to documents or information “made available” or “provided” to Parent or similar terms shall mean documents or information (i) publicly available on the SEC XXXXX database at least two (2) Business Days prior to the date of this Agreement, (ii) delivered by or on behalf of the Company to Parent via e-mail or in any other capacity.hard copy form at least one (1) Business Day prior to the execution of this Agreement or (ii) uploaded at least one (1) Business Day prior to the execution of this Agreement in the “Project Pursuit” dataroom hosted on Datasite. ​ ​

Other Definitional and Interpretative Provisions. (a) The following provisions will be applied wherever appropriate herein: (i) “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words will refer to this Agreement in its entirety and not solely to the particular portion of this Agreement in which any such word is used; (ii) all definitions set forth herein will be deemed applicable whether the words defined are used herein in Section 1.01 shall apply equally the singular or the plural; (iii) wherever used herein, any pronoun or pronouns will be deemed to include both the singular and plural forms of the and to cover all genders; (iv) all accounting terms defined. Whenever the context may requirenot specifically defined herein will be construed in accordance with GAAP; (v) any references herein to a particular Section, any pronoun shall include the corresponding masculineArticle or Exhibit means a Section or Article of, feminine and neuter forms. The words “hereof”or an Exhibit to, “herein” and “hereunder” and words of like import used this Agreement unless another agreement is specified; (vi) all references in this Agreement shall refer to this Agreement as a whole and not to any particular provision of agreement (including this Agreement. The captions herein ), contract, statute or regulation, such references are included for convenience of reference only and shall be ignored in to, except as context may otherwise require, the construction agreement, contract, statute or interpretation hereof. References to Articlesregulation as amended, Sections and Schedules are to Articlesmodified, Sections and Schedules of this Agreement unless otherwise specified. All Schedules annexed hereto supplemented, restated 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof); and to any section of any statute or regulation including any successor to the section and, in the case of any statute, any rules or regulations promulgated thereunder. Unless ; (vii) the table of contents and headings in this Agreement are for convenience of reference only, do not constitute part of this Agreement and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof; (viii) unless otherwise expressly provided provided, wherever the consent of any Person is required or permitted herein, any agreement or instrument defined or referred to herein or such consent may be withheld in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, Person’s sole and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacity.absolute discretion;

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacity.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specifiedspecified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to any statute “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereundercalendar days unless otherwise indicated. Unless otherwise expressly provided hereinWhenever the context may require, any agreement or instrument defined or referred to herein or pronouns used in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person Agreement shall include the successors and permitted assigns of that Person. References from corresponding masculine, feminine or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacityneuter forms.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 following rules of interpretation shall apply equally to both this Agreement: (i) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “hereby”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (ii) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules ; (iv) all Exhibits and schedules annexed hereto to this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein, therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , and “subparagraph(s)” references to any gender shall be used herein interchangeably. Whenever include all genders; (vii) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. ; (viii) “Writingwriting”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (ix) references to any statute Applicable Law shall be deemed to refer to such statute Applicable Law as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein; (x) references to any Contract are to that Contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References the terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements (other than such amendments, modifications or supplements that are immaterial) must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of that Person. References from ; (xii) references “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including”, respectively. Unless otherwise expressly ; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) posted and made available to the other party on the Xxxxxxx Datasite/Project Hugo due diligence data site, with respect to the Company, or on the Xxxxxxx Datasite/Project Element 2015 due diligence data site, with respect to Parent, as applicable, maintained by such party in connection with the transactions contemplated hereby, in each case, prior to the date hereof; (B) provided herein, any statute defined or referred to herein via electronic mail or in any agreement person prior to the date hereof; or instrument that is referred (C) filed or furnished to herein means such statute as from time the SEC prior to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent the date hereof; (xv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other matter requires theory extends and such phrase shall not mean “if”; and (xvi) the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any action or approval party by virtue of the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to ArticlesSections, Sections Exhibits and Schedules are to ArticlesSections, Sections Exhibits and Schedules of this Agreement unless otherwise specified. All 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , the masculine gender shall include the feminine and “subparagraph(s)” neuter genders; the feminine gender shall be used herein interchangeablyinclude the masculine and neuter genders; and the neuter gender shall include masculine and feminine gender. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. The word “or” is not exclusive. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or Contract are to refer to such statute that agreement or Contract as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any statute are to that statute and to the rules and regulations promulgated thereunder, in each case as amended, modified, re-enacted thereof, substituted, from time to time. References to “$” and “dollars” are to the currency of the United States. All accounting terms used herein will be interpreted, and all accounting determinations hereunder will be made, in accordance with GAAP unless otherwise expressly specified. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all All references to any Member “days” shall be to calendar days unless otherwise indicated as a “Business Day.” Except as otherwise specifically indicated, for purposes of measuring the beginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), the time at which a thing, occurrence or event shall begin or end shall be deemed to refer solely occur in the Eastern time zone of the United States. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement. The Parties agree that the Q32 Disclosure Schedule or the Homology Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in Article III or Article IV respectively. The disclosures in any section or subsection of the Q32 Disclosure Schedule or the Homology Disclosure Schedule shall qualify other sections and subsections in Article III or Article IV respectively, to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such Person other sections and subsections. The words “delivered” or “made available” mean, with respect to any documentation, (a) that prior to 5:00 p.m. (New York City time) on the date that is the day prior to the date of this Agreement, a copy of such material has been posted to and made available by a Party to the other Party and its Representatives in the electronic data room maintained by such disclosing Party for the purposes of the Contemplated Transactions or (b) delivered by or on behalf of a Party or its capacity Representatives to the other Party or its Representatives via electronic mail prior to the execution of this Agreement. The inclusion of any information in the Q32 Disclosure Schedule or Homology Disclosure Schedule (or any update thereto) shall not be deemed to be an admission or acknowledgement, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in or would result in a Q32 Material Adverse Effect or Homology Material Adverse Effect, as such Member and not in any other capacitythe case may be, or is outside the Ordinary Course of Business.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 following rules of interpretation shall apply equally to both this Agreement: (i) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “hereby”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (ii) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules ; (iv) all Exhibits and schedules annexed hereto to this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit or schedules annexed to this Agreement, including the Company Disclosure Schedule or the Parent Disclosure Schedule, but not otherwise defined therein, therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , and “subparagraph(s)” references to any gender shall be used herein interchangeably. Whenever include all genders; (vii) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. ; (viii) “Writingwriting”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (ix) references to any statute Applicable Law shall be deemed to refer to such statute Applicable Law as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein; (x) references to any Contract are to that Contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with the terms hereof and thereof; provided that with respect to any Contract listed on any schedule annexed to this Agreement. References , including the Company Disclosure Schedule or the Parent Disclosure Schedule, all such amendments, modifications or supplements (other than such amendments, modifications or supplements that are immaterial) must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of that Person. References from ; (xii) references “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including”, respectively. Unless otherwise expressly provided herein; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) the term “made available” and words of similar import mean that the relevant documents, any statute defined instruments or referred materials were (A) with respect to herein Parent, posted and made available to Parent on the Company due diligence data site (or in any agreement “clean room” or instrument that is referred as otherwise provided on an “outside counsel only” basis), or, with respect to herein means such statute the Company, posted or made available to the Company on the Parent due diligence data site (or in any “clean room” or as from time otherwise provided on an “outside counsel only” basis), as applicable, in each case, prior to time amended, modified, supplemented the date hereof; or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent (B) filed or furnished to the SEC prior to the date hereof; (xv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other matter requires theory extends and such phrase shall not mean “if”; and (xvi) the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any action or approval party by virtue of the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 ‎1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutesstatutes and any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacity.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and “subparagraph(s)” shall be used herein interchangeablyneutral gender and vice versa. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including, ,” respectively. Unless otherwise expressly provided hereinAll references to currency herein shall be to, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amendedand all payments required hereunder shall be paid in, modified, supplemented or restated, including by succession of comparable successor statutesU.S. Dollars. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all All references to any Member time herein shall refer to Central Time in the United States. Neither this Agreement nor any uncertainty or ambiguity herein shall be deemed construed or resolved against Seller or Buyer, whether under any rule of construction or otherwise, as a result of the identity of the Party or Parties who drafted this Agreement or any provision hereof. Whenever this Agreement refers to a number of days, such number shall refer solely to calendar days unless Business Days are specified. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such Person in its capacity as such Member phrase shall not mean simply “if”. All accounting terms used herein and not in any other capacityexpressly defined herein shall have the meanings given to them under GAAP.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (a) The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. . (b) The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. . (c) References to Articles, Sections Sections, Schedules and Schedules Exhibits are to Articles, Sections Sections, Schedules and Schedules Exhibits of this Agreement unless otherwise specified. . (d) All Schedules (including the Seller Disclosure Schedule) and Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. . (e) Any capitalized terms used in any Schedule (including the Seller Disclosure Schedule) or Exhibit but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. . (f) Where there is any inconsistency between the definitions set out in Section 1.01 and the definitions set out in any other Section or any Schedule (including the Seller Disclosure Schedule) or Exhibit, then, for the purposes of construing such Section, Schedule or Exhibit, the definitions set out in such Section, Schedule or Exhibit shall prevail. (g) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”. (h) The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. (i) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” . (j) References to one gender shall be used herein interchangeably. include all genders. (k) Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation, but not limited to,”, whether or not they are in fact followed by those words or words of like import. . (l) “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. . (m) 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. Unless otherwise expressly provided herein, . (n) References to any agreement or instrument defined or referred Contract are to herein or in any that agreement or instrument that is referred to herein means such agreement Contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. the terms thereof. (o) References to any Person include the successors and permitted assigns of that Person. . (p) References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. (q) References to “$” are to United States dollars. (r) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. (s) The word “or” is not exclusive, unless the context otherwise requires. (t) For the purposes of this Agreement, any document that is described as being “delivered,” “furnished” or “made available” shall be treated as such if a copy of such document has been put in the virtual dataroom prepared by Seller and hosted by Datasite® or otherwise provided to Buyer or any of its Representatives in electronic or hard-copy format at least one Business Day prior to the date hereof. (u) Unless otherwise expressly provided specified herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member undefined terms shall be deemed to refer solely given the meaning customarily applied to such Person terms in its capacity as such Member and not the railroad industry in any other capacitythe United States.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Articles and Sections and Schedules are to Articles, Articles and Sections and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, Whenever in this Agreement any statute defined Person (or referred group of Persons) is permitted or required to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires take any action or approval of any group of Members, including any holders of any class of Unitsto make a decision in its “good faith” or under another express standard, such approvalPerson(s) shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of Law or in equity or otherwise, consent or other matter shall require the approval of a majority in interest of such group of Members. Except and, notwithstanding anything contained herein to the extent otherwise expressly provided hereincontrary, all references to any Member shall be deemed to refer solely to such Person in its capacity so long as such Member and Person(s) acts in good faith or in conformity with such other express standard, the resolution, action or terms so made, taken or provided shall not in constitute a breach of this Agreement or any other capacityagreement contemplated herein or impose liability upon such Person(s) or any of its Affiliates.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specifiedspecified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to any statute “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereundercalendar days unless otherwise indicated. Unless otherwise expressly provided hereinWhenever the context may require, any agreement pronouns used in this Agreement shall include the corresponding masculine, feminine or instrument defined neuter forms. Except as required by Rule 14d-1(g)(3) promulgated by the SEC under the Exchange Act, when calculating the period of time before which, within which or referred following which any act is to herein be done or in any agreement or instrument step taken, the date that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but the reference date in beginning the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest calculation of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member period shall be deemed to refer solely to excluded. If the last day of such Person period is a non-Business Day, the period in its capacity as such Member and not in any other capacityquestion shall end on the next succeeding Business Day.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits, Annexes and Schedules are to Articles, Sections Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specifiedspecified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to any statute “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless calendar days unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementindicated. References to any Person include the successors and permitted assigns of that Person. References from “from” or through “through” any date mean, unless otherwise specified, from and including or through and includingincluding such date, respectively. Unless No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise expressly provided hereinspecified. Any Contract, any statute instrument or law defined or referred to herein or in any agreement or instrument that is referred to herein means such statute Contract, instrument or law as from time to time amended, modified, modified or supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly (provided herein, when any approval, consent or other matter requires any action or approval that for purposes of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval representations and warranties contained in this Agreement that are made as of a majority in interest of such group of Members. Except to the extent otherwise expressly provided hereinspecific date or dates, all references to (x) any Member Contract, instrument or statute shall be deemed to refer solely to such Person Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in its capacity each case, as of such Member and not date). Whenever the context may require, any pronouns used in any other capacitythis Agreement shall include the corresponding masculine, feminine or neuter forms. The term “in the ordinary course of business” means “in the ordinary course of business consistent with past practice”.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to ArticlesSections, Sections Exhibits and Schedules are to ArticlesSections, Sections Exhibits and Schedules of this Agreement unless otherwise specified. All 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , the masculine gender shall include the feminine and “subparagraph(s)” neuter genders; the feminine gender shall be used herein interchangeablyinclude the masculine and neuter genders; and the neuter gender shall include masculine and feminine gender. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. The word “or” is not exclusive. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or Contract are to refer to such statute that agreement or Contract as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any statute are to that statute and to the rules and regulations promulgated thereunder, in each case as amended, modified, re-enacted thereof, substituted, from time to time. References to “$” and “dollars” are to the currency of the United States. All accounting terms used herein will be interpreted, and all accounting determinations hereunder will be made, in accordance with GAAP unless otherwise expressly specified. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all All references to any Member “days” shall be to calendar days unless otherwise indicated as a “Business Day.” Except as otherwise specifically indicated, for purposes of measuring the beginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), the time at which a thing, occurrence or event shall begin or end shall be deemed to refer solely occur in the Eastern time zone of the United States. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement. The Parties agree that the Company Disclosure Schedule or MEDS Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in Section 3 or Section 4, respectively. The disclosures in any section or subsection of the Company Disclosure Schedule or the MEDS Disclosure Schedule shall only qualify other sections and subsections in Section 3 or Section 4, respectively, to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such Person other sections and subsections. The words “delivered” or “made available” mean, with respect to any documentation, (a) that prior to 5:00 p.m. (New York City time) on the date that is two days prior to the date of this Agreement, a copy of such material has been posted to and made available by a Party to the other Party and its Representatives in the electronic data room maintained by such disclosing Party for the purposes of the Contemplated Transactions or (b) delivered by or on behalf of a Party or its capacity as such Member and not Representatives to the other Party or its Representatives via electronic mail or in any other capacityhard copy form prior to the execution of this Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined contract listed on any schedules hereto, all such amendments, modifications or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but supplements must also be listed in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementappropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any References to “law,” “laws” or to a particular statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member law shall be deemed also to refer solely include any and all Applicable Law. For purposes of this Agreement, the terms “made available to Buyer” or “delivered to Buyer” (or similar phrases) shall mean that (a) the Seller, the Company and/or any of their representatives has, on or prior to the date that is one (1) Business Day prior to the date of this Agreement, posted such materials to the virtual data room established by the Seller at xxx.xxxxxxxx.xxx, (b) Buyer or any of its representatives have acknowledged in writing (including by email) receipt of or access to such Person in its capacity as such Member and materials, (c) if not in written form, Buyer has specifically inquired as to the matter and the Seller, the Company and/or any other capacityof their representatives has responded prior to the date hereof identifying the substance of matter, (d) the Seller, the Company and/or any of their representatives has, directly or through its legal counsel, provided such materials to Buyer or its legal counsel, on or before one (1) Business Day prior to the date of this Agreement, or (e) the Seller, the Company and/or any of their representatives has made the materials available for Buyer’s inspection at the Company’s executive offices prior to the date of this Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 following rules of interpretation shall apply equally to both this Agreement: (i) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “hereby”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (ii) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules ; (iv) all Exhibits and schedules annexed hereto to this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit or schedules annexed to this Agreement, including the Company Disclosure Schedule or the Parent Disclosure Schedule, but not otherwise defined therein, therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , and “subparagraph(s)” references to any gender shall be used herein interchangeably. Whenever include all genders; (vii) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. ; (viii) “Writingwriting”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (ix) references to any statute Applicable Law shall be deemed to refer to such statute Applicable Law as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein; (x) references to any Contract are to that Contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with the terms hereof and thereof; provided, that with respect to any Contract listed on any schedule annexed to this Agreement. References , including the Company Disclosure Schedule or the Parent Disclosure Schedule, such references shall only include any such amendments, modifications or supplements that are made available to Parent or the Company, as applicable; (xi) references to any Person include the successors and permitted assigns of that Person. References from ; (xii) references to “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including”, respectively. Unless otherwise expressly provided herein; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) references to “pounds” and “£” means United Kingdom pounds sterling; (xv) the term “made available” and words of similar import mean that the relevant documents, any statute defined instruments or referred materials were (A) with respect to herein Parent, posted and made available to Parent on the Alexion Pharmaceuticals, Inc. due diligence data site (or in any agreement “clean room” or instrument that is referred as otherwise provided on an “outside counsel only” basis), or, with respect to herein means such statute the Company, posted or made available to the Company on the AstraZeneca PLC due diligence data site (or in any “clean room” or as from time otherwise provided on an “outside counsel only” basis), as applicable, in each case, at least one day prior to time amended, modified, supplemented the date of this Agreement; (B) provided via electronic mail or restated, in person at least one day prior to the date of this Agreement (including by succession materials provided to outside counsel); or (C) filed or furnished to the SEC prior to the date of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent this Agreement; (xvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other matter requires theory extends and such phrase shall not mean “if”; (xvii) it is understood that among the factors applicable to determining whether Parent or the Company has “unreasonably withheld, conditioned or delayed” consent under Section 6.01 or Section 7.01 of this Agreement, as applicable, are prevailing external economic, industry and regulatory circumstances; and (xviii) the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any action or approval party by virtue of the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 following rules of interpretation shall apply equally to both this Agreement: (i) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “hereby”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (ii) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules ; (iv) all Exhibits and schedules annexed hereto to this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit or schedules annexed to this Agreement, including the Company Disclosure Schedule or the Parent Disclosure Schedule, but not otherwise defined therein, therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , and “subparagraph(s)” references to any gender shall be used herein interchangeably. Whenever include all genders; (vii) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. ; (viii) “Writingwriting”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (ix) references to any statute Applicable Law shall be deemed to refer to such statute Applicable Law as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein; (x) references to any Contract are to that Contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with the terms hereof and thereof; provided, that with respect to any Contract listed on any schedule annexed to this Agreement. References , including the Company Disclosure Schedule or the Parent Disclosure Schedule, such references shall only include any such amendments, modifications or supplements that are made available to Parent or the Company, as applicable; (xi) references to any Person include the successors and permitted assigns of that Person. References from ; (xii) references to “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including”, respectively. Unless otherwise expressly provided herein; (xiii) references to “dollars” and “$” mean U.S. dollars; (xiv) references to “pounds” and “£” mean United Kingdom pounds sterling; (xv) the term “made available” and words of similar import mean that the relevant documents, any statute defined instruments or referred materials were (A) with respect to herein Parent, posted and made available to Parent on the Company’s due diligence data site (or in any agreement “clean room” or instrument that is referred as otherwise provided on an “outside counsel only” basis), or, with respect to herein means such statute the Company, posted or made available to the Company on Parent’s due diligence data site (or in any “clean room” or as from time otherwise provided on an “outside counsel only” basis), as applicable, in each case, at least one day prior to time amendedthe date of this Agreement; (B) provided via electronic mail, modifiedin person or on a conference call at least one day prior to the date of this Agreement (including materials provided to outside counsel); or (C) filed or furnished to the SEC prior to the date of this Agreement (or, supplemented or restatedwith respect to Parent, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when furnished pursuant to any approval, consent other Parent Public Document); (xvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other matter requires theory extends and such phrase shall not mean “if”; and (xvii) the Parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any action or approval Party by virtue of the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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 term used in any Exhibit or Schedule but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including email or other electronic media) in a visible form. References to any statute statute, rule or regulation shall be deemed to refer to such statute statute, rule or regulation as amended or supplemented from time to time, including through the promulgation of applicable rules or regulations. References to any Contract are to that Contract as amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns assignees of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless References to one gender include all genders. Except as otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided set forth herein, all references amounts required to any Member be paid hereunder shall be deemed paid in United States currency in the manner and at the times set forth herein without discount, rebate, reduction or withholding, and shall not be subject to refer solely offset. Any reference in this Agreement to such Person in its capacity as such Member and not “made available,” “provided to,” “delivered” or words of similar import means a document that was provided or made available before the date hereof, in any other capacity“data room” or “virtual data room” to which Buyer and its representatives had access in connection with the transactions contemplated by this Agreement and the Transaction Documents. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The definitions (a) Notwithstanding anything to the contrary in Section 1.01 this Agreement, the obligations, representations, warranties and covenants of any party hereto are several (with respect to itself) and not joint and several, and in no event shall apply equally to both any party hereto have any liability for the singular and plural forms obligations, representations, warranties or covenants of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter formsother party hereto. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein. (b) In this Agreement, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval the Stockholder of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority Covered Shares held in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member trust shall be deemed to refer solely to such Person be the relevant trust and/or the trustees thereof acting in its capacity their capacities as such Member trustees, in each case as the context may require to be most protective of Parent, including for purposes of such trustees’ representations and not in any other capacitywarranties as to the proper organization of the trust, their power and authority as trustees and the non-contravention of the trust’s governing instruments.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits, Annexes and Schedules are to Articles, Sections Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specifiedspecified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed attached hereto or referred to herein (but not, for the avoidance of doubt, in the Schedules) are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute The words “ordinary course of business” or similar phrases shall be deemed to refer be followed by “consistent with past practices of the Company or consistent with the then-current practices in similar circumstances of other companies generally in the industry in which the Company operates.” References (i) to such statute as amended from time “$” and “dollars” are to time the currency of the United States and (ii) to any rules “days” shall be to calendar days unless otherwise indicated. The word “extent” in the phrase “to the extent” means the degree to which a subject or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consentother thing extends, and references to all attachments thereto and instruments incorporated thereinsuch phrase does not mean simply “if.” The word “or” shall be disjunctive, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementnot exclusive. References to any Person include the successors and permitted assigns of that Person. References from “from” or through “through” any date mean, unless otherwise specified, from and including or through and includingincluding such date, respectively. Unless No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise expressly provided hereinspecified. Any Contract, any statute instrument or law defined or referred to herein or in any agreement or instrument that is referred to herein means such statute Contract, instrument or law as from time to time amended, modified, modified or supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly prior to the date hereof (provided herein, when any approval, consent or other matter requires any action or approval that for purposes of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval representations and warranties contained in this Agreement that are made as of a majority in interest of such group of Members. Except to the extent otherwise expressly provided hereinspecific date or dates, all references to (x) any Member statute shall be deemed to refer solely to such Person statute, as amended and (y) any rules or regulations promulgated thereunder, in its capacity each case, as of such Member and not date). Whenever the context may require, any pronouns used in any other capacitythis Agreement shall include the corresponding masculine, feminine or neuter forms.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Terms defined in the singular in this Agreement shall also include the plural and vice versa. The captions and headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. The phrases “Writing”, the date of this Agreement,” “writtenthe date hereof” and comparable terms refer to printingphrases of similar import, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute unless the context otherwise requires, shall be deemed to refer to such statute as amended from time the date set forth in the Preamble. The word “extent” in the phrase “to time and the extent” shall mean the degree to any rules which a subject or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consentother thing extends, and references such phrase shall not mean simply “if”. The word “will” shall be construed to all attachments thereto and instruments incorporated therein, but have the same meaning as the word “shall”. The term “or” is not exclusive. The parties hereto have participated jointly in the case negotiation and drafting of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to If any Person include ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the successors parties hereto, and permitted assigns no presumption or burden of that Person. References from proof shall arise favoring or through disfavoring any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including party by succession virtue of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval the authorship of any group of Membersthe provisions of this Agreement. For purposes of analyzing the Company’s representations and warranties and related disclosures under this Agrement, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall Parent and Merger Sub will not be deemed to refer solely have knowledge of any state of facts, change, development, effect, occurrence or condition relating to such Person the Company or its Subsidiaries unless it is disclosed in its capacity the Company SEC Documents or the Company Disclosure Letter or is information otherwise generally available to the public as such Member and not in any other capacityof the date hereof.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (a) The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. . (b) The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. . (c) References to Articles, Sections Sections, Schedules, Exhibits and Schedules Annexes are to Articles, Sections Sections, Schedules, Exhibits and Schedules Annexes of this Agreement unless otherwise specified. . (d) All Schedules (including the Company Disclosure Schedule and the Buyer Disclosure Schedule), Exhibits and Annexes annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. . (e) Any capitalized terms used in any Schedule (including the Company Disclosure Schedule), Exhibit or Annex but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. . (f) Where there is any inconsistency between the definitions set out in Section 1.01 and the definitions set out in any other Section or any Schedule (including the Company Disclosure Schedule and the Buyer Disclosure Schedule), Exhibit or Annex, then, for the purposes of construing such Section, Schedule, Exhibit or Annex, the definitions set out in such Section, Schedule, Exhibit or Annex shall prevail. (g) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”. (h) The term “or” is not exclusive. (i) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” . (j) References to one gender shall be used herein interchangeably. include all genders. (k) Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. . (l) “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. . (m) References to any statute statute, law or regulation shall be deemed to refer to such statute statute, law or regulation as amended from time to time and to any rules rules, regulations or regulations requirements promulgated thereunder. Unless otherwise expressly provided herein, . (n) References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. the terms thereof. (o) References to the “other party” means Sellers (with respect to Xxxxx) and Xxxxx (with respect to Sellers). (p) References to any Person include the successors and permitted assigns of that Person. . (q) References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein. (r) References to “$” are to U.S. dollars. (s) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (t) For the purposes of this Agreement, any statute defined or referred to herein or in any agreement or instrument document that is referred to herein means described as being “delivered,” “furnished” or “made available” by or on behalf of Sellers shall be treated as such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of if a majority in interest copy of such group document has been put in the dataroom prepared by Sellers or otherwise provided to Buyer or any of Members. Except its Representatives in electronic or hard-copy format, in each case, no later than 2:00 PM Eastern Time one day prior to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitydate hereof.

Other Definitional and Interpretative Provisions. The definitions A reference to a statutory provision (including, in Section 1.01 shall apply equally Brazil, a provision of a Lei Ordinária, Lei Complementar, Decreto, Decreto-Lei, Medida Provisória and any other law under Brazilian law), includes a reference to: (a) the statutory provision as modified or re-enacted or both from time to both time (whether before or after the singular date of this Agreement); and plural forms (b) any subordinate legislation made under the statutory provision by any Person (whether before or after the date of this Agreement). A reference to a “regulation” includes any regulation, rule, official directive, request, guideline, portaria, regulamento, decreto, resolução, deliberação, circular, carta-circular, instrução, instrução normativa , regimento, ato declaratório and/or despacho normativo (whether or not having the terms defined. Whenever the context may requireforce of law) of any governmental, intergovernmental or supranational body, agency, department or of any pronoun shall include the corresponding masculineregulatory, feminine and neuter formsself-regulatory or other authority or organization. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Annexes, Articles, Sections Sections, Exhibits and Schedules are to Annexes, Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, 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 Annex, Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined set forth in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined contract listed on any schedules hereto, all such amendments, modifications or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but supplements must also be listed in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementappropriate schedule. References to any Person include the successors and permitted assigns “Persons acting in concert” means, in relation to a Person, Persons which actively co-operate, pursuant to an agreement or understanding (whether formal or informal) with a view to obtaining or consolidating Control of that Person. References to “he” or “him” shall be deemed to refer, in addition, to “she” and “her”, respectively. References from or through to any date mean, unless otherwise specified, from and including and to but excluding, respectively and a time of day is a reference to São Paulo, Brazil time. References to “company”, “corporation” or through and including, respectively. Unless otherwise expressly provided herein, “entity” include a reference to any statute defined or referred to herein or business entity (of whatever form) in any agreement or instrument that is referred to herein means such statute as from time to time amendedjurisdiction (including Brazilian sociedades empresárias and sociedades simples). Italicized terms in parenthesis denote the Portuguese language words for names, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or concepts and other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority terms applicable in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacityBrazil.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Annexes, Exhibits and Schedules are to Articles, Sections Sections, Annexes, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, 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 Annex, Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any The definition of terms herein shall apply equally to the singular term in this Agreement and the plural. Whenever the context may require, any pronoun shall be deemed to include the pluralcorresponding masculine, feminine and any plural term the singularneuter forms. The terms word “clause(s)” and “subparagraph(s)will” shall be used herein interchangeablyconstrued to have the same meaning as the word “shall”. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or thing extends, and such shall not mean simply “if”. The word “or” shall not be exclusive. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References Unless otherwise specified, 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. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof; provided that any agreement or contract listed on any schedules hereto must indicate whether such agreement or contract has been amended, modified or supplemented. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinReferences to “law”, any “laws” or to a particular statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member law shall be deemed also to refer solely to such Person in its capacity as such Member and not in include any other capacityApplicable Law.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of When a reference only and is made in this Agreement to an Article, Section, paragraph, clause, Schedule or Exhibit, such reference shall be ignored in the construction or interpretation hereof. References deemed to Articles, Sections and Schedules are be to Articles, Sections and Schedules of this Agreement unless otherwise specifiedindicated. 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written.” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any “statute” or “regulation” are to the statute shall be deemed to refer to such statute or regulation as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restatedreplaced from time to time (and, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each statutes, include any rules and regulations promulgated under the statute) and to any “section of the foregoing, only any statute or regulation” include any successor to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected section. The definition of any singular term in accordance with this Agreement. References Agreement will be deemed to any Person include the successors plural, and permitted assigns any plural term the singular. All pronouns and variations of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall pronouns will be deemed to refer solely to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. All references to “$” in this Agreement shall be deemed references to United States dollars. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. All references to “made available” and words of like import used in this Agreement regarding documents or records shall mean (a) those documents or records uploaded to the electronic data room at least one (1) Business Day prior to the date of this Agreement or (b) such Person information or document is publicly available in its capacity as such Member the Electronic Data Gathering, Analysis and Retrieval (EXXXX) database of the SEC and not subject to any redactions or omissions at least one (1) Business Day prior to the date of this Agreement. The headings contained herein (including in the Exhibits and the Disclosure Schedule) are for reference purposes only and shall not affect in any other capacityway the meaning or interpretation hereof. The Parties agree that the terms and language of this Agreement were the result of negotiations between the Parties and their respective advisors and, as a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against any Party. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are #96603748v1 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” when used in this Agreement is not exclusive. Except as expressly stated herein, references to any statute statute, rule, regulation or law shall be deemed to refer to such statute statute, rule, regulation or law as amended or supplemented from time to time and to any rules or rules, regulations and interpretations promulgated thereunder. Unless otherwise expressly provided hereinReferences to any contract, any agreement filing, certificate or instrument defined similar document are to that contract, filing, certificate or referred to herein similar document as amended, modified or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. Unless otherwise specified herein, all accounting terms used herein will be interpreted and all accounting determinations hereunder will be made in accordance with GAAP. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinThe parties have participated jointly in the negotiation and drafting of this Agreement and each has been represented by counsel of its choosing and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including party by succession virtue of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms3. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. . (a) The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. . (b) References to Articles, Sections Sections, Schedules and Schedules Annexes are to Articles, Sections Sections, Schedules and Schedules Annexes of this Agreement unless otherwise specified. . (c) All Schedules (including the Sellers Disclosure Schedule) and Annexes annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. . (d) Any capitalized terms used in any Schedule (including the Sellers Disclosure Schedule) or Annex but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. . (e) Where there is any inconsistency between the definitions set out in Section 1.01 and the definitions set out in any other Section or any Schedule (including the Sellers Disclosure Schedule) or Annex, then, for the purposes of construing such Section, Schedule or Annex, the definitions set out in such Section, Schedule or Annex shall prevail. (f) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”. (g) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (h) Any singular term in this Agreement shall be deemed to include the plural, and any plural term term, the singular. The terms “clause(s)” and “subparagraph(s)” . (i) References to one gender shall be used herein interchangeably. include all genders. (j) Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation, but not limited to,”, whether or not they are in fact followed by those words or words of like import. . (k) “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. . (l) References to any statute or any Applicable Law shall be deemed to refer to such statute or Applicable Law as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, . (m) References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. the terms thereof. (n) References to any Person include the successors and permitted assigns of that Person. . (o) References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred . (p) References to herein or in any agreement or instrument that is referred “$” are to herein means such statute as from time United States dollars. (q) References to time amended, modified, supplemented or restated, including by succession “ordinary course of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member business” shall be deemed to refer solely to such Person in its capacity be followed by the words “consistent with past practice”. (r) For the purposes of this Agreement, any document that is described as being “delivered,” “furnished” or “made available” shall be treated as such Member and not if a copy of such document has been put in the dataroom prepared by the Sellers or otherwise provided to Buyer or any other capacityof its Representatives in electronic or hard-copy format.

Other Definitional and Interpretative Provisions. (a) The following provisions will be applied wherever appropriate herein: (i) “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words will refer to this Agreement in its entirety and not solely to the particular portion of this Agreement in which any such word is used; (ii) all definitions set forth herein will be deemed applicable whether the words defined are used herein in Section 1.01 shall apply equally the singular or the plural; (iii) wherever used herein, any pronoun or pronouns will be deemed to include both the singular and plural forms of the and to cover all genders; (iv) all accounting terms defined. Whenever the context may requirenot specifically defined herein will be construed in accordance with GAAP; (v) any references herein to a particular Section, any pronoun shall include the corresponding masculineArticle or Exhibit means a Section or Article of, feminine and neuter forms. The words “hereof”or an Exhibit to, “herein” and “hereunder” and words of like import used this Agreement unless another agreement is specified; (vi) all references in this Agreement shall refer to this Agreement as a whole and not to any particular provision of agreement (including this Agreement. The captions herein ), contract, statute or regulation, such references are included for convenience of reference only and shall be ignored in to, except as context may otherwise require, the construction agreement, contract, statute or interpretation hereof. References to Articlesregulation as amended, Sections and Schedules are to Articlesmodified, Sections and Schedules of this Agreement unless otherwise specified. All Schedules annexed hereto supplemented, restated 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof); and to any section of any statute or regulation including any successor to the section and, in the case of any statute, any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein; (vii) the table of contents and headings in this Agreement are for convenience of reference only, do not constitute part of this Agreement and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacity.provision hereof;

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions descriptive headings used herein are included inserted for convenience of reference only and shall are not intended to be ignored in part of or to affect the construction meaning or interpretation hereofof this Agreement. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” definitions contained in this Agreement are applicable to the masculine as well as to the feminine and “subparagraph(s)” shall be used herein interchangeablyneuter genders of such term. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. Unless the context otherwise requires, “neither,” “nor,” “any,” “either” and “or” are not exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and does not simply mean “if.” “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided hereinReferences to any Contract or Law are to that Contract or Law, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time applicable, as amended, modified, modified or supplemented or restated, (including by waiver or consent, and references ) from time to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected time in accordance with the terms hereof and thereof. References to “the transactions contemplated by this Agreement” or words with a similar import shall be deemed to include the Merger. References to any Person include the successors and permitted assigns of that Person. References herein to “$” or dollars will refer to United States dollars, unless otherwise specified. References from or through any date mean, unless otherwise specified, from and including such date or through and includingincluding such date, respectively. Unless References to any period of days will be deemed to be to the relevant number of calendar days unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require specified and if the approval of a majority in interest last day of such group of Membersperiod is not a Business Day, the period shall end on the next succeeding Business Day. Except The phrase “made available” with respect to the extent otherwise expressly provided herein, all references to any Member documents shall be deemed to refer include any documents (x) filed with or furnished to the SEC or (y) provided in a virtual “data room” established by the Company or its Representatives in connection with the transactions contemplated hereby, in the case of each of clauses (x) and (y) above, at least twenty-four (24) hours prior to the date hereof, and remaining viewable (other than as a result of events such as system interruptions not occurring at the direction of the Company) through and including the earlier to occur of the Effective Time and the termination of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. For purposes of Article III, any representations and warranties made with respect to the Company and its Subsidiaries shall be deemed to be made with respect to the Company Joint Ventures listed on Section 1.3 of the Company Disclosure Letter (other than with respect to representations and warranties set forth in Section 3.14(a), Section 3.14(b), Section 3.15(a), Section 3.17(a)(i) and Section 3.20(a) to the extent such Sections require the listing of information or documents); provided, further that any representations and warranties deemed to be made with respect to the Company Joint Ventures listed on Section 1.3 of the Company Disclosure Letter pursuant to this sentence will be deemed to be qualified by the Knowledge of the Company. Any covenant in this Agreement that requires the Company to take (or refrain from taking) any action shall be deemed to require the Company to use commercially reasonable efforts to cause the Company Joint Ventures to take (or refrain from taking) any such action, which commercially reasonable efforts shall be deemed to be limited to the exercise of management, voting, consent or similar rights (in each case, subject to any applicable duties under Law) available to the Company (or a director or manager appointed or nominated by the Company) under (and solely to the extent the exercise of such Person rights would not reasonably be expected to result in its capacity as such Member and not a breach of) any organizational documents of the Company Joint Ventures or other Contracts with respect to the Company’s direct or indirect interest in any other capacitythe Company Joint Ventures.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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, therein shall have the meaning as defined in this Agreement. Any singular term defined in this Agreement shall be deemed also to include define the pluralcorollary plural definition, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. References to “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice”. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The word “or” shall not be deemed to be exclusive. The word “extent” and the phrase “to the extent” when used in this Agreement shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply “if”. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any Applicable Law are to that Applicable Law and to the rules and regulations promulgated thereunder, in each case, as amended from time to time. References to a “party” or the “parties” mean a party or the parties to this Agreement, unless the context otherwise requires. References to “$” and “dollars” are to the currency of the United States. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinThe phrases “made available”, any statute defined “furnished” or referred similar phrases as used in this Agreement shall mean that documents or information were posted in the “Project Prosperity” data room maintained by Intralinks prior to herein or 12.01 a.m. Eastern Time on the date hereof and maintained in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession data room for a period of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require three Business Days following the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitydate hereof.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (a) The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. . (b) The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. . (c) References to Articles, Sections Sections, Schedules and Schedules Annexes are to Articles, Sections Sections, Schedules and Schedules Annexes of this Agreement unless otherwise specified. . (d) All Schedules (including the Disclosure Schedule) and Annexes annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. . (e) Any capitalized terms used in any Schedule (including the Disclosure Schedule) or Annex but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. . (f) Where there is any inconsistency between the definitions set out in Section 1.01 and the definitions set out in any other Section or any Schedule (including the Disclosure Schedule) or Annex, then, for the purposes of construing such Section, Schedule or Annex, the definitions set out in such Section, Schedule or Annex shall prevail. (g) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”. (h) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (i) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” . (j) References to one gender shall be used herein interchangeably. include all genders. (k) Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. . (l) “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. . (m) References to any statute Applicable Law shall be deemed to refer to such statute Applicable Law as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein. (n) References to any Contract are to that Contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. the terms thereof. (o) References to any Person include the successors and permitted assigns of that Person. . (p) References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein. (q) References to “$” are to United States dollars. (r) For the purposes of this Agreement, any statute defined or referred to herein or in any agreement or instrument document that is referred to herein means described as being “delivered,” “furnished” or “made available” shall be treated as such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of if a majority in interest copy of such group document has been put in the data room prepared by Seller or otherwise provided to Buyer or any of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person its representatives in its capacity as such Member and not in any other capacityelectronic or hard-copy format.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 definition of terms herein shall apply equally to both the singular and plural forms of the terms definedplural. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter neutral forms. The words word “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)will” shall be used herein interchangeablyconstrued to have the same meaning as the word “shall”. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. The word “Writingextent” in the phrase “to the extent” shall mean the degree to which a subject or thing extends, and shall not mean simply “if”. The word “or” shall not be exclusive. Unless otherwise specified, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References 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 thereunderthereunder as amended from time to time. Unless otherwise expressly provided hereinReferences to any Organizational Document, any agreement or instrument defined or referred Contract are to herein or in any that Organizational Document, agreement or instrument that is referred to herein means such agreement Contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms thereof. References to any Person include the successors and permitted assigns of that Person. The phrase “date hereof” shall be deemed to refer to the date set forth in the preamble of this Agreement. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless Except as otherwise expressly provided hereinspecifically indicated, any statute defined for purposes of measuring the beginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or referred to herein Business Day), the time at which a thing, occurrence or in any agreement event shall begin or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member end shall be deemed to refer solely occur in the time zone in which New York, New York is located. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. Any references in this Agreement to “dollars” or “$” shall be to U.S. dollars. References to information or documents having been “made available” (or words of similar import) by or on behalf of the Company to Parent shall be deemed satisfied if the Company or its Representatives made such Person information or document available in its capacity as (i) the Data Room in connection with the transactions contemplated by this Agreement, and (ii) the Enfos Inc. platform, in each case, by or before 12:36 p.m. New York City time on the date of this Agreement prior to the execution and delivery of this Agreement, and such Member information has remained available in the Data Room and not in any other capacitythe Enfos Inc. platform through the date hereof.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this AgreementAgreement unless otherwise specified. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined contract listed on any schedules hereto, all such amendments, modifications or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but supplements must also be listed in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementappropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinReferences to “law”, any “laws” or to a particular statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member law shall be deemed also to refer solely include any and all rules and regulations promulgated thereunder. References to such Person in its capacity as such Member “$” and not in any other capacity“dollars” are to the currency of the United States.

Other Definitional and Interpretative Provisions. The definitions following rules apply in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. interpreting this Agreement. (a) The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. . (b) The captions and headings used herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. . (c) References to Articles, Sections Clauses and Schedules schedules are to ArticlesClauses of, Sections and Schedules of schedules to, this Agreement unless otherwise specified. . (d) All Schedules 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. . (e) Any capitalized terms used in any Schedule schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. . (f) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning. (g) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. . (h) Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. . (i) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing. (j) Anything (including a right, obligation or concept) includes each part of it. (k) “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. . (l) A reference to “US$” is to an amount in the currency of the United States of America. (m) A reference to time is to local time in Jakarta, Indonesia, unless otherwise specified. (n) References to any document, agreement or contract are to that document, agreement or contract as amended, modified, replaced, novated or supplemented from time to time in accordance with the terms hereof and thereof. (o) References to any statute shall be deemed to refer to such statute as amended amended, re-enacted or replaced from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. . (p) References to any Person or party to this Agreement or any other document include the successors and permitted assigns of that Person. Person or party. (q) References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent . (r) A word which suggests one gender includes the other genders. (s) The word “agreement” includes an undertaking or other matter requires any action binding arrangement or approval of any group of Membersunderstanding, including any holders of any class of Units, such approval, consent whether or other matter shall require not in writing. (t) This Agreement is not to be interpreted against the approval interests of a majority in interest Party merely because that Party proposed this Agreement or some version of such group it or because that Party relies on a provision of Members. Except this Agreement to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacityprotect itself.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (a) The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. . (b) The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. . (c) References to Articles, Sections Sections, Schedules, Exhibits and Schedules Annexes are to Articles, Sections Sections, Schedules, Exhibits and Schedules Annexes of this Agreement unless otherwise specified. . (d) All Schedules (including the Company Disclosure Schedule and the Buyer Disclosure Schedule), Exhibits and Annexes annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. . (e) Any capitalized terms used in any Schedule (including the Company Disclosure Schedule), Exhibit or Annex but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. . (f) Where there is any inconsistency between the definitions set out in Section 1.01 and the definitions set out in any other Section or any Schedule (including the Company Disclosure Schedule and the Buyer Disclosure Schedule), Exhibit or Annex, then, for the purposes of construing such Section, Schedule, Exhibit or Annex, the definitions set out in such Section, Schedule, Exhibit or Annex shall prevail. (g) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”. (h) The term “or” is not exclusive. (i) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” . (j) References to one gender shall be used herein interchangeably. include all genders. (k) Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. . (l) “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. . (m) References to any statute statute, law or regulation shall be deemed to refer to such statute statute, law or regulation as amended from time to time and to any rules rules, regulations or regulations requirements promulgated thereunder. Unless otherwise expressly provided herein, . (n) References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. the terms thereof. (o) References to the “other party” means Sellers (with respect to Bxxxx) and Bxxxx (with respect to Sellers). (p) References to any Person include the successors and permitted assigns of that Person. . (q) References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein. (r) References to “$” are to U.S. dollars. (s) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (t) For the purposes of this Agreement, any statute defined or referred to herein or in any agreement or instrument document that is referred to herein means described as being “delivered,” “furnished” or “made available” by or on behalf of Sellers shall be treated as such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of if a majority in interest copy of such group document has been put in the dataroom prepared by Sellers or otherwise provided to Buyer or any of Members. Except its Representatives in electronic or hard-copy format, in each case, no later than 2:00 PM Eastern Time one day prior to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitydate hereof.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both (a) In this Agreement: (i) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (ii) the captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement Agreement, unless otherwise specified. All ; (iv) 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 ; (v) any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever ; (vii) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. ; (viii) “Writingwriting”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (ix) references to any statute agreement or contract are to such agreement or contract as amended, modified or supplemented from time to time; (x) references to any Applicable Law shall be deemed to refer to such statute Applicable Law as amended from time to time and and, if applicable, to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and ; (xi) references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that such Person. References ; (xii) references from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred ; (xiii) the word “party” is to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person a party hereto, unless the context requires otherwise; and (xiv) references to “$” are to U.S. dollars. (b) The parties have participated jointly in the negotiation and drafting of this Agreement and each has been represented by counsel of its capacity choosing and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as such Member jointly drafted by the parties and not in no presumption or burden of proof shall arise favoring or disfavoring any other capacityparty by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. The phrase “made available”, “provided to”, “delivered to” or “furnished to” or other similar terms means that the information referred to has been physically or electronically delivered to the relevant parties, in each case, prior to the date hereof, including, in the case of “made available”, “provided to”, “delivered to” or “furnished to” or other similar terms to Buyer or Merger Subsidiary, (i) material contained in any Company SEC Document, subject to Section 13.04(b), (ii) material posted and thereby made available to Buyer or Merger Subsidiary through any on-line “virtual data room” established by the Company or its Representatives on behalf of the Company, (iii) written material provided or disclosed by the Company or its Representatives on behalf of the Company in response to diligence requests by or on behalf of Buyer or Merger Subsidiary and (iv) other information about the Company conveyed in writing by the Company or its Representatives to Buyer or Merger Subsidiary, in each case, prior to the date of this Agreement. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinReferences to “law”, “laws” or to a particular statute or law shall be deemed also to include any statute defined or referred Applicable Law. References to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member “$” shall be deemed to refer solely be a reference to such Person in its capacity as such Member and not in any other capacitythe lawful currency of the United States, unless otherwise specified.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits, Annexes and Schedules are to Articles, Sections Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specifiedspecified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to any statute “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless calendar days unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementindicated. References to any Person include the successors and permitted assigns of that Person. References from “from” or through “through” any date mean, unless otherwise specified, from and including or through and includingincluding such date, respectively. Unless No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise expressly provided hereinspecified. Any Contract, any statute instrument or law defined or referred to herein or in any agreement or instrument that is referred to herein means such statute Contract, instrument or law as from time to time amended, modified, modified or supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly (provided herein, when any approval, consent or other matter requires any action or approval that for purposes of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval representations and warranties contained in this Agreement that are made as of a majority in interest of such group of Members. Except to the extent otherwise expressly provided hereinspecific date or dates, all references to (x) any Member Contract, instrument or statute shall be deemed to refer solely to such Person Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in its capacity each case, as of such Member and not date). Whenever the context may require, any pronouns used in any other capacitythis Agreement shall include the corresponding masculine, feminine or neuter forms.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacity.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Annexes, Exhibits and Schedules are to Articles, Sections Sections, Annexes, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, 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 Annex, Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any The definition of terms herein shall apply equally to the singular term in this Agreement and the plural. Whenever the context may require, any pronoun shall be deemed to include the pluralcorresponding masculine, feminine and any plural term the singularneuter forms. The terms word “clause(s)” and “subparagraph(s)will” shall be used herein interchangeablyconstrued to have the same meaning as the word “shall”. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or thing extends, and such shall not mean simply “if”. The word “or” shall not be exclusive. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References Unless otherwise specified, 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. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred Contract are to herein or in any that agreement or instrument that is referred to herein means such agreement Contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to the date set forth in the preamble of this Agreement. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval The measure of a majority in interest period of one month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such group period being measured will be the next actual date of Membersthe following month or year (for example, one month following February 18 is March 18 and one month following March 31 is May 1). Except References to the extent otherwise expressly provided herein“law”, all references “laws” or to any Member a particular statute or law shall be deemed also to refer solely include any Applicable Law. Any references in this Agreement to such Person in its capacity as such Member and not in any other capacity“dollars” or “$” shall be to U.S. dollars.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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 or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The terms word “clause(s)” and “subparagraph(s)will” shall be used herein interchangeablyconstrued to have the same meaning as the word “shall.” The word “or” shall not be exclusive. The word “extent” or phrase “to the extent” means the degree to which something extends, and does not mean merely “if”. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to “ordinary course” or “ordinary course of business” or words of similar import with respect to any Person shall mean action taken, or omitted to be taken, by such Person in the ordinary course of such Person’s business consistent with past practice in all material respects. 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. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof (provided, that any such references in the Company Disclosure Schedule shall only refer to such amendments, modifications or supplements made available by or on behalf of the Company to Parent prior to the date hereof). References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, References to “made available” with respect to any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent document or other matter requires any action or approval of any group of Members, including any holders of any class of Units, information mean such approval, consent document or other matter shall require information was (i) provided by one party or its representatives to the approval of a majority in interest of such group of Members. Except other party and its representatives, (ii) uploaded (to the extent otherwise expressly provided hereinin unredacted form) by a party or its representatives to the virtual data room of such party and made fully available and visible to the other party and its representatives in such virtual data room or (iii) filed (to the extent in unredacted form) by a party with the SEC and publicly available on XXXXX, all references in each case at least twenty-four (24) hours prior to any Member the time of determination. References to “law,” “laws” or to a particular statute or law shall be deemed also to refer solely include any Applicable Law. References to such Person in its capacity as such Member and not in any other capacitythe date hereof mean to the date of this Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 following rules of interpretation shall apply equally to both this Agreement: (i) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “hereby,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (ii) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules ; (iv) all Exhibits and schedules annexed hereto to this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein, therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term shall be deemed to include the singular. The terms “clause(s)” , and “subparagraph(s)” references to any gender shall be used herein interchangeably. Whenever include all genders; (vii) whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. ; (viii) “Writing”, writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including by electronic media) in a visible form. References ; (ix) references to any statute Applicable Law shall be deemed to refer to such statute Applicable Law as amended or supplemented from time to time and to any rules or rules, regulations and interpretations promulgated thereunder. Unless otherwise expressly provided herein; (x) references to any Contract are to that Contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References the terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of that Person. References from ; (xii) references to “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including,” respectively; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) the term “made available” and words of similar import mean that the relevant documents, respectively. Unless otherwise expressly instruments or materials were (A) posted and made available prior to the date hereof by the Company on the Mxxxxxx Data Site / Eagle 20 due diligence data site maintained by the Company, (B) provided herein, any statute defined or referred to herein via electronic mail or in any agreement person prior to the date hereof, or instrument that is referred (C) filed with or furnished to herein means such statute as from time the SEC and publicly available on the SEC’s EXXXX reporting system prior to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent the date hereof; (xv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other matter requires theory extends and such phrase shall not mean “if”; and (xvi) the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any action or approval party by virtue of the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement Agreement, unless otherwise specified, as amended, supplemented and modified from time to time in the manner and to the extent permitted by the provisions hereof or thereof. All Exhibits and Schedules annexed hereto or referred to herein herein, including the Company Disclosure Schedule, 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” when used in this Agreement is not exclusive. References to any statute statute, rule, regulation, law or Applicable Law shall be deemed to refer to such statute all Applicable Laws as amended or supplemented from time to time and to any rules or rules, regulations and interpretations promulgated thereunder. Unless otherwise expressly provided hereinReferences to any Contract are to that Contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof; provided that with respect to any Contract listed (or required to be listed) on any schedules hereto, or any Contract required to be disclosed by any Transaction Document, all amendments, modifications, supplements, extensions and renewals thereto must also be disclosed. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinThe parties have participated jointly in the negotiation and drafting of this Agreement and each has been represented by counsel of its choosing and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including party by succession virtue of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 following rules of interpretation shall apply equally to both this Agreement: (a) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “hereby,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (b) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (c) references to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules ; (d) all Exhibits and schedules annexed hereto to this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (e) any capitalized terms term used in any Exhibit, the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein, therein shall have the meaning as defined set forth in this Agreement. Any ; (f) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , and “subparagraph(s)” references to any gender shall be used herein interchangeably. Whenever include all genders; (g) whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. ; (h) “Writing”, writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (i) references to any statute shall be deemed Contract or Laws are to refer to such statute that Contract or Laws as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References the terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule; (j) references to any Person include the successors and permitted assigns of that Person. References from ; (k) references “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including,” respectively; (l) references to “dollars” and “$” means U.S. dollars; (m) the term “made available” and words of similar import mean that the relevant documents, respectively. Unless otherwise expressly instruments or materials were (i) posted and made available to the other party on the Intralinks, Inc. due diligence data site, with respect to the Company, or on the Mxxxxxx DatsiteOne due diligence data site, with respect to Parent, as applicable, maintained by such party in connection with the Transactions, in each case, prior to the date hereof; (ii) provided herein, any statute defined or referred to herein via electronic mail or in any agreement person prior to the date hereof; or instrument that is referred (iii) filed or furnished to herein means such statute as from time the SEC and publicly available on the SEC’s EXXXX reporting system prior to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent the date hereof; (n) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other matter requires theory extends and such phrase shall not mean “if”; and (o) the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any action or approval party by virtue of the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (a) The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. . (b) The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits, Annexes and Schedules are to Articles, Sections Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified. . (c) All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. . (d) Any capitalized terms term used in any Exhibit, Annex or Schedule but not otherwise defined therein, therein shall have the meaning as defined assigned to such term in this Agreement. . (e) Where there is any inconsistency between the definitions set out in Section 1.01 and the definitions set out in any other Section or any Schedule or Annex, then, for the purposes of construing such Section, Schedule or Annex, the definitions set out in such Section, Schedule or Annex shall prevail. (f) The word “extent” in the phrase “to the extent” means the degree to which a subject or other theory extends and such phrase shall not mean “if”. (g) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” Masculine, feminine and “subparagraph(s)” neuter pronouns and expressions shall be used herein interchangeably. interchangeable. (h) Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. . (i) “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. . (j) References to any statute statute, law or other Applicable Law shall be deemed to refer to such statute statute, law or other Applicable Law as amended from time to time and and, if applicable, to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, . (k) References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. the terms thereof. (l) References to any Person include the successors and permitted assigns of that Person. . (m) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” mean “to but excluding” and the word “through” means “to and including”. (n) References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein. (o) The word “or” shall not be exclusive (i.e., any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter “or” shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitymean “and/or”).

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to ArticlesSections, Sections Exhibits and Schedules are to ArticlesSections, Sections Exhibits and Schedules of this Agreement unless otherwise specified. All 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , the masculine gender shall include the feminine and “subparagraph(s)” neuter genders; the feminine gender shall be used herein interchangeablyinclude the masculine and neuter genders; and the neuter gender shall include masculine and feminine gender. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. The word “or” is not exclusive. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or Contract are to refer to such statute that agreement or Contract as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any statute are to that statute and to the rules and regulations promulgated thereunder, in each case as amended, modified, re-enacted thereof, substituted, from time to time. References to “$” and “dollars” are to the currency of the United States. All accounting terms used herein will be interpreted, and all accounting determinations hereunder will be made, in accordance with GAAP unless otherwise expressly specified. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all All references to any Member “days” shall be to calendar days unless otherwise indicated as a “Business Day.” Except as otherwise specifically indicated, for purposes of measuring the beginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), the time at which a thing, occurrence or event shall begin or end shall be deemed to refer solely occur in the Mountain time zone of the United States. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement. The Parties agree that the Company Disclosure Schedule or Fresh Vine Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in Section 3 or Section 4, respectively. The disclosures in any section or subsection of the Company Disclosure Schedule or the Fresh Vine Disclosure Schedule shall only qualify other sections and subsections in Section 3 or Section 4, respectively, to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such Person other sections and subsections. The words “delivered” or “made available” mean, with respect to any documentation, (a) that prior to 5:00 p.m. Mountain Time on the date that is two days prior to the date of this Agreement, a copy of such material has been posted to and made available by a Party to the other Party and its Representatives in the electronic data room maintained by such disclosing Party for the purposes of the Contemplated Transactions or (b) delivered by or on behalf of a Party or its capacity as such Member and not Representatives to the other Party or its Representatives via electronic mail or in any other capacityhard copy form prior to the execution of this Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Annexes, Exhibits and Schedules are to Articles, Sections Sections, Annexes, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, 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 Annex, Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any The definition of terms herein shall apply equally to the singular term in this Agreement and the plural. Whenever the context may require, any pronoun shall be deemed to include the pluralcorresponding masculine, feminine and any plural term the singularneuter forms. The terms word “clause(s)” and “subparagraph(s)will” shall be used herein interchangeablyconstrued to have the same meaning as the word “shall”. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or thing extends, and such shall not mean simply “if”. The word “or” shall not be exclusive. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to June 10, 2011. The phrase “the transactions contemplated by this Agreement” or “the transactions contemplated hereby” shall not include the Restructuring. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References Unless otherwise specified, 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. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof; provided that any agreement or contract listed on any schedules hereto must indicate whether such agreement or contract has been amended, modified or supplemented. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinReferences to “law”, any “laws” or to a particular statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member law shall be deemed also to refer solely to such Person in its capacity as such Member and not in include any other capacityApplicable Law.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall following rules of interpretation will apply equally to both this Agreement: (a) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “hereby”, “herein” and “hereunderunder this Agreement” and words of like import used in this Agreement shall will refer to this Agreement as a whole and not to any particular provision of this Agreement. The Agreement; (b) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall will be ignored in the construction or interpretation hereof. References of this Agreement; (c) references to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules specified; (d) all Exhibits and schedules annexed hereto to this Agreement or referred to herein in this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (e) any capitalized terms term used in any Schedule Exhibit, the Company Disclosure Letter but not otherwise defined therein, shall therein will have the meaning as defined set forth in this Agreement. Any Agreement; (f) any singular term in this Agreement shall will be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , and “subparagraph(s)” shall be used herein interchangeably. Whenever references to any gender will include all genders; (g) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. import; (h) “Writingwriting”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References form; (i) references to any statute shall Law will be deemed to refer to such statute Law as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided hereinthereunder; (j) references to any Contract are to that Contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with the terms of this Agreement. References Agreement and such Contract; provided that with respect to any Contract listed on the Company Disclosure Letter, all such amendments, modifications or supplements (other than such amendments, modifications or supplements that are immaterial) must also be listed in the Company Disclosure Letter; (k) references to any Person include the predecessors, successors and permitted assigns of that Person. References from Person; (l) references “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including”, respectively. Unless otherwise expressly provided hereinrespectively; (m) references to “dollars” and “$” mean U.S. dollars; (n) the term “made available” and words of similar import mean that the relevant documents, any statute defined instruments or referred materials were posted and made available (and not removed) on the due diligence data site maintained by the Company in connection with the Transactions, in each case, prior to herein or the date of this Agreement (the “Data Room”); (o) the word “extent” in any agreement or instrument that is referred the phrase “to herein means such statute as from time the extent” will mean the degree to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent which a subject or other matter requires theory extends and such phrase will not mean “if”; (p) the term “Parent” will be deemed to include the entity surviving the merger, if any, between Sharecare, Inc., a Delaware corporation and Falcon; and (q) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as jointly drafted by the Parties and no presumption or burden of proof will arise favoring or disfavoring any action or approval Party by virtue of the authorship of any group provision of Membersthis Agreement. If the business combination transaction between Parent and Falcon has closed and Parent has an obligation to issue shares of Parent Common Stock under this Agreement, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all then references to any Member shall Parent Common Stock will be deemed to refer solely to such Person the common stock of the surviving entity in its capacity as such Member the business combination transaction between Parent and not in any other capacityFalcon.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or contract are to refer to such statute that agreement or contract as amended amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any law include all rules or and regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. The terms “Power Joy”, “CCMB”, “RMB Fund”, “CITIC PE”, “AGIC”, “Temasek”, “AlpInvest”, “CBC”, “Innovalue”, “Co-Investor”, “Investor” and/or “Consortium Member” shall each also mean, if any such Person(s) shall have directly transferred any of its rights or obligations to any of its Permitted Transferees, such Person(s) and its Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken by such Person(s) may be taken by such Person(s) and its Permitted Transferees, taken as a whole. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacity.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 following rules of interpretation shall apply equally to both this Agreement: (i) the singular words "hereof", "hereby", "herein" and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “"hereunder” " and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The Agreement; (ii) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References hereof; (iii) references to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules specified; (iv) all Exhibits and schedules annexed hereto to this Agreement or referred to herein in this Agreement, including the Company Disclosure Letter and the Parent Disclosure Letter, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Schedule Exhibit, the Company Disclosure Letter or the Parent Disclosure Letter but not otherwise defined therein, therein shall have the meaning as defined set forth in this Agreement. Any Agreement; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , and “subparagraph(s)” references to any gender shall be used herein interchangeably. Whenever include all genders; (vii) whenever the words “"include”", “"includes” " or “"including” " are used in this Agreement, they shall be deemed to be followed by the words “"without limitation”", whether or not they are in fact followed by those words or words of like import. “Writing”import; (viii) "writing", “"written” " and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References form; (ix) references to any statute Applicable Law shall be deemed to refer to such statute Applicable Law as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided hereinthereunder; (x) references to any contract are to that contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References the terms hereof and thereof; provided that with respect to any contract listed on any Schedule, all such amendments, modifications or supplements (other than such amendments, modifications or supplements that are immaterial) must also be listed in the appropriate Schedule; (xi) references to any Person include the predecessors, successors and permitted assigns of that Person. References from Person; (xii) references "from" or through "through" any date mean, unless otherwise specified, "from and including including" or "through and including", respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all respectively; (xiii) references to any Member shall be deemed to refer solely to such Person in its capacity as such Member (A) "dollars" and not in any other capacity."$"

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever In this Agreement, unless the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. otherwise requires: (a) The words “hereof”, ,” “herein,” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. . (b) The word “procure” as used in this Agreement shall mean to exercise voting rights and to use any and all other powers legally vested in them from time to time as a partner, limited or general, or other form of interest holder, including exercising any relevant contractual rights of such Person. (c) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. . (d) References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. . (e) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s. (f) References to any Law, statute or statutory provision include a reference to that Law, statute, or statutory provision as amended, consolidated or replaced from time to time (whether before or after the date hereof)” , include subordinate legislation made under the relevant Law, statute, or statutory provision and “subparagraph(s)” shall be deemed also to refer to all rules and regulations promulgated under the relevant Law, statute, or statutory provision. (g) All pronouns used herein interchangeably. in this Agreement or any Transaction Document are gender-neutral: The masculine pronoun includes the feminine and the neuter (and vice versa). (h) Whenever the words “include”, ,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. . (i) “Writing”, ,” “written,” and comparable terms refer to printing, typing typing, and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. . (j) References to any Person include the successors and permitted assigns of that Person. . (k) References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein. (l) The terms “Dollars,” “USD,” and “$” mean United States Dollars, any statute defined the term “pounds” or referred to herein £ mean the legal currency of the Great Britain, and the terms “euros,” “EUR,” or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession “€” mean the legal currency of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacityEuropean Union.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Annexes, Exhibits and Schedules are to Articles, Sections Sections, Annexes, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, 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 Annex, Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any The definition of terms herein shall apply equally to the singular term in this Agreement and the plural. Whenever the context may require, any pronoun shall be deemed to include the pluralcorresponding masculine, feminine and any plural term the singularneuter forms. The terms word “clause(s)” and “subparagraph(s)will” shall be used herein interchangeably. construed to have the same meaning as the word “shall.” Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or thing extends, and such word shall not mean simply “if.” The word “or” shall not be exclusive. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References Unless otherwise specified, 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. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred Contract are to herein or in any that agreement or instrument that is referred to herein means such agreement Contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only prior to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected date of this Agreement in accordance with this Agreementthe terms thereof. References to any Person include the successors and permitted assigns of that Person. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. The phrase “date of this Agreement” shall be deemed to refer to the date set forth in the preamble of this Agreement. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval The measure of a majority in interest period of one (1) month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such group period being measured will be the next actual date of Membersthe following month or year (for example, one (1) month following February 18 is March 18 and one (1) month following March 31 is May 1). Except References to the extent otherwise expressly provided herein, all references “law,” “laws” or to any Member a particular statute or law shall be deemed also to refer solely include any Applicable Law. Any references in this Agreement to “dollars” or “$” shall be to U.S. dollars. The phrase “made available,” when used with respect to any document, agreement or information provided by the Company, shall mean that an unredacted version of such Person in its capacity as such Member and not in any other capacitydocument, agreement or information has been posted to the electronic data room captioned “Project Xxxxxx” hosted by Datasite at least one (1) day prior to the date hereof.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereby,” “herewith,” “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions table of contents, captions, headings and the division of this Agreement into Articles, Sections and other subdivisions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, References to any Contract are to that agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument contract as from time to time amended, modified, modified or supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each as of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected date of this Agreement in accordance with this Agreementthe terms thereof (it being understood that with respect to any Contract listed on any schedules hereto, all such amendments, modifications or supplements must nevertheless be listed in the appropriate schedule). References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinReferences to “law,” “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. The sign “$” and the term “dollars” means the lawful currency of the United States of America. The phrase “made available,” “delivered” or words of similar import used in this Agreement (other than Section ‎3.24 and Section ‎4.21) shall mean (i) in respect of Arena, any statute defined document that was made available for viewing by Simplify and its Representatives in the “The Arena Group” electronic data rooms hosted by DxxxXxxxx.xxx at least one Business Day prior to the date of this Agreement or referred to herein or publicly available in any agreement or instrument Arena SEC Document (including exhibits and other information incorporated by reference therein) that is referred was publicly available at least one Business Day prior to herein means such statute as from time to time amendedthe date of this Agreement (but, modifiedin each case, supplemented or restatedexcluding any forward looking disclosures set forth in any “risk factors” section, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or disclosures in any “forward looking statements” section and any other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except disclosures included therein to the extent otherwise expressly provided hereinthey are cautionary, all references predictive or forward-looking in nature) and (ii) in the case of any document of Simplify, any document that was made available for viewing by Arena and its Representatives in the “Bridge Media Networks, LLC” electronic data rooms hosted by DxxxXxxxx.xxx at least one Business Day prior to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythe date of this Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified, and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection. 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The term “or” is not exclusive. References (a) to any statute shall be deemed “$” and “dollars” are to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each currency of the foregoingUnited States, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References (b) from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. Unless , (c) to “days” shall be calendar days unless otherwise expressly provided hereinindicated and (d) to any Contract, any statute defined Applicable Law or referred Permit is a reference to herein or in any agreement or instrument that is referred to herein means such statute it as from time to time amended, modifiedmodified and supplemented as of the applicable time that such Contract, supplemented Applicable Law or restatedPermit is referenced in this Agreement (and, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require in the approval case of a majority Applicable Law, to (i) any successor provision and (ii) the rules and regulations promulgated thereunder, in interest each case as of the time that such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person Applicable Law is referenced in its capacity as such Member and not in any other capacitythis Agreement).

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereby,” “herewith,” “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions table of contents, captions, headings and the division of this Agreement into Articles, Sections and other subdivisions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, References to any Contract are to that agreement or instrument defined contract as amended, modified or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof (it being understood that with respect to any Contract listed on any schedules hereto, all such amendments, modifications or supplements must nevertheless be listed in the appropriate schedule). References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinReferences to “law,” “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. The sign “$” and the term “dollars” means the lawful currency of the United States of America. The phrase “made available,” “delivered” or words of similar import used in this Agreement (other than Section ‎3.27 and Section ‎4.24) shall mean (i) in respect of Aspen, any statute defined document that was made available for viewing by Exxxxxx and its Representatives in the “Project Alias” electronic data rooms hosted by Intralinks at least one day prior to the date of this Agreement or referred to herein or publicly available in any agreement or instrument Aspen SEC Document (including exhibits and other information incorporated by reference therein) that is referred was publicly available at least one Business Day prior to herein means such statute as from time to time amendedthe date of this Agreement (but, modifiedin each case, supplemented or restatedexcluding any forward looking disclosures set forth in any “risk factors” section, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or disclosures in any “forward looking statements” section and any other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except disclosures included therein to the extent otherwise expressly provided hereinthey are predictive or forward-looking in nature) and (ii) in the case of any document of Exxxxxx, all references any document that was made available for viewing by Aspen and its Representatives in the “Project Alias – Echo Data Room” electronic data rooms hosted by DealRoom at least one day prior to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not the date of this Agreement or publicly available in any Exxxxxx SEC Document (including exhibits and other capacityinformation incorporated by reference therein) that was publicly available at least one Business Day prior to the date of this Agreement (but, in each case, excluding any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking in nature).

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Exhibit, and Sections and Schedules are to Articles, Exhibit, and Sections and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors terms hereof and permitted assigns of that Personthereof. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinReferences to “law”, any “laws” or to a particular statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member law shall be deemed also to refer solely include any Applicable Law. References to “$” are to United States dollars. References to anything having been “made available” to Parent shall include information filed or furnished on the SEC’s Exxxx system or the posting of such Person information or material, prior to the date hereof, in an electronic data room to which Parent (or its capacity as such Member and not in any other capacityRepresentatives) has been provided access.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term term, the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacity.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The preamble and recitals to this Agreement are incorporated into and made a part of this Agreement. The table of contents, and the article and section and other titles, headings and captions herein herein, are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Annexes, Exhibits and Schedules are to Articles, Sections Sections, Annexes, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, 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 Annex, Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. Any The definition of terms herein shall apply equally to the singular term in this Agreement and the plural. Whenever the context may require, any pronoun shall be deemed to include the pluralcorresponding masculine, feminine and any plural term the singularneuter forms. The terms word “clause(s)” and “subparagraph(s)will” shall be used herein interchangeablyconstrued to have the same meaning as the word “shall”. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or thing extends, and such shall not mean simply “if”. The word “or” shall not be exclusive (i.e., “or” shall be deemed to mean “and/or”). “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References Unless otherwise specified, references to any statute law shall be deemed to refer to such statute law as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred Contract are to herein or in any that agreement or instrument that is referred to herein means such agreement Contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the permitted successors and permitted assigns of that Person. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to the date set forth in the preamble of this Agreement. References from or through any date mean, unless otherwise specified, from and including such date or through and includingincluding such date, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval The measure of a majority in interest period of one month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such group period being measured will be the next actual date of Membersthe following month or year (for example, one month following February 18 is March 18 and one month following March 31 is May 1). Except to as otherwise specifically indicated, for purposes of measuring the extent otherwise expressly provided hereinbeginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), all references to any Member the time at which a thing, occurrence or event shall begin or end shall be deemed to refer solely occur in the time zone in which New York City, New York is located. References to a “day” or “days” shall be deemed to mean a calendar day or calendar days, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. Any references in this Agreement to “dollars” or “$” shall be to U.S. dollars. References to any information or document being “made available”, “provided” or “furnished” (other than to the SEC) as of the date hereof, and words of similar import shall include such information or document, (x) with respect to the Company, (1) to the extent such information or document was filed with the SEC on or after January 1, 2018 and prior to the date hereof and is available on XXXXX, that is available on XXXXX or (2) having been posted to the online data room hosted on behalf of the Company by Intralinks by 5 P.M. New York City time on the day immediately preceding the date of this Agreement (other than information or documents thereafter provided in response to requests of Parent, Merger Subsidiary or their respective Representatives) and, (y) with respect to Parent, (1) to the extent such information or document was filed with the SEC on or after January 1, 2018 and prior to the date hereof and is available on XXXXX, that is available on XXXXX or (2) having been distributed to the Company or its advisors by 5 P.M. New York City time on the day immediately preceding the date of this Agreement (other than information or documents thereafter provided in response to requests of the Company or its Representatives). References to the “ordinary course of business” of any Person in its capacity as shall be deemed to mean “the ordinary course of business consistent with the past practices” of such Member and not in any other capacityPerson.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to ArticlesSections, Sections Exhibits and Schedules are to ArticlesSections, Sections Exhibits and Schedules of this Agreement unless otherwise specified. All 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, therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , the masculine gender shall include the feminine and “subparagraph(s)” neuter genders; the feminine gender shall be used herein interchangeablyinclude the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, ,” whether or not they are in fact followed by those words or words of like import. The word “or” is not exclusive. “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed agreement or Contract are to refer to such statute that agreement or Contract as amended amended, modified or supplemented from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any statute are to that statute and to the rules and regulations promulgated thereunder, in each case as amended, modified, re-enacted thereof, substituted, from time to time. References to “$” and “dollars” are to the currency of the United States. All accounting terms used herein will be interpreted, and all accounting determinations hereunder will be made, in accordance with GAAP unless otherwise expressly specified. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all All references to any Member “days” shall be to calendar days unless otherwise indicated as a “Business Day.” Except as otherwise specifically indicated, for purposes of measuring the beginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), the time at which a thing, occurrence or event shall begin or end shall be deemed to refer solely occur in the Eastern time zone of the United States. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement. The Parties agree that the Company Disclosure Schedule or Terrain Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in Section 3 or Section 4, respectively. The disclosures in any section or subsection of the Company Disclosure Schedule or the Terrain Disclosure Schedule shall qualify other sections and subsections in Section 3 or Section 4, respectively, to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such Person other sections and subsections. The words “delivered” or “made available” mean, with respect to any documentation, (a) that prior to 5:00 p.m. on the date that is the calendar day prior to the date of this Agreement, a copy of such material has been posted to and made available by a Party to the other Party and its Representatives in the electronic data room maintained by such disclosing Party for the purposes of the Contemplated Transactions or (b) delivered by or on behalf of a Party of its capacity as such Member and not Representatives to the other Party or its Representatives via electronic mail or in any other capacityhard copy form prior to the execution of this Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (a) The words “hereof”, ,” “herein,” “hereby,” “herewith” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole (including the Schedules and Annexes attached hereto) and not to any particular provision of this Agreement. . (b) The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. . (c) References to Articles, Sections Sections, Schedules, Exhibits and Schedules Annexes are to Articles, Sections Sections, Schedules, Exhibits and Schedules Annexes of this Agreement unless otherwise specified. . (d) All Schedules annexed (including, subject to ‎Section 11.02, the Seller Disclosure Schedule), Exhibits and Annexes attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. . (e) Any capitalized terms used in any Schedule (including the Seller Disclosure Schedule), Exhibit or Annex attached hereto but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. (f) Where there is any inconsistency between the definitions set out in ‎Section 1.01 and the definitions set out in any other Section or any Schedule (including the Seller Disclosure Schedule), Exhibit or Annex attached hereto, then, for purposes of construing such Section, Schedule, Exhibit or Annex, the definitions set out in such Section, Schedule, Exhibit or Annex shall prevail. (g) The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if.” (h) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and each party has been represented by counsel of its choosing. Accordingly, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (i) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” . (j) References to one gender shall be used herein interchangeably. include all genders. (k) Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words words, “without limitation”, but not limited to,” whether or not they are in fact followed by those words or words of like import. . (l) The word “will” shall be construed to have the same meaning and effect as the word “shall.” (m) The word “or” when used in this Agreement is not exclusive. (n) “Writing”, ,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. . (o) References to any statute statute, rule, regulation or other Applicable Law shall be deemed to refer to such statute statute, rule, regulation or other Applicable Law as amended or supplemented from time to time and to any rules rules, regulations or regulations interpretations promulgated thereunder. Unless otherwise expressly provided herein. (p) References to any Contract are to that Contract or contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with the terms thereof. (q) Whenever this Agreement. References Agreement refers to any Person include the successors and permitted assigns a number of that Persondays, such number shall refer to calendar days unless Business Days are specified. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless Except as otherwise expressly provided herein, any statute defined reference in this Agreement to a date or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely be such date or time in New York, New York. (r) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; provided that this clause ‎(r) shall not apply for purposes of determining any Pre-Closing Tax Period or Straddle Period. (s) Except as otherwise expressly set forth herein, all amounts required to be paid hereunder shall be paid in United States currency in the manner and at the times set forth herein and all monetary references used herein, including references to “$,” shall be to United States dollars. (t) References to any Person include the successors and permitted assigns of that Person; provided that nothing contained in this sentence is intended to authorize any assignment or transfer not otherwise permitted by this Agreement. (u) For purposes of this Agreement, any document that is described as being “provided,” “delivered,” “furnished” or “made available,” or other similar reference, shall be treated as such if a copy of such document has been put in the virtual dataroom (including in any “clean room” thereof) prepared by Seller and its Affiliates by 5:00 pm on October 27, 2022 or otherwise provided to Buyer or any of its Representatives in electronic or hard-copy format. (v) References to costs and/or expenses incurred by any Person shall include any amount in respect of VAT thereon payable by such Person, except to the extent that such Person (or any member of a group of which such Person is a member for VAT purposes) is entitled to a refund or credit from a Taxing Authority in its capacity as respect thereof. (w) Any amount payable pursuant to Section 7.07 or Article 10 in respect of, or attributable to, any Tax or Loss of any Company: (a) by a Person who was not the transferor of Shares in (or in the direct or indirect parent of) such Member Company shall be considered to have been made on behalf of such transferor; and (b) to any Person that is not a transferee of Shares in any other capacity(or in the direct or indirect parent of) such Company shall be considered to have been received on behalf of such transferee.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 following rules of interpretation shall apply equally to both this Agreement: (i) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “hereby”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (ii) the table of contents and captions herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections and Schedules Exhibits are to Articles, Sections and Schedules Exhibits of this Agreement unless otherwise specified. All Schedules ; (iv) all Exhibits and schedules annexed hereto to this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein, therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” , and “subparagraph(s)” references to any gender shall be used herein interchangeably. Whenever include all genders; (vii) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. ; (viii) “Writingwriting”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (ix) references to any statute Applicable Law shall be deemed to refer to such statute Applicable Law as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein; (x) references to any Contract are to that Contract as amended, any agreement modified or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References the terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements (other than such amendments, modifications or supplements that are immaterial) must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of that Person. References from ; (xii) references “from” or through “through” any date mean, unless otherwise specified, “from and including including” or “through and including”, respectively. Unless otherwise expressly ; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) posted and made available to the other party on the Intralinks/Project Tree due diligence data site, with respect to the Company, or on the Xxxxxxx Datasite/Project Xxxxxx due diligence data site, with respect to Parent, as applicable, maintained by such party in connection with the transactions contemplated hereby, in each case, prior to the date hereof; (B) provided herein, any statute defined or referred to herein via electronic mail or in any agreement person prior to the date hereof (including materials provided to or instrument that is referred reviewed by outside counsel); or (C) filed or furnished to herein means such statute as from time the SEC prior to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent the date hereof; (xv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other matter requires theory extends and such phrase shall not mean “if”; and (xvi) the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any action or approval party by virtue of the authorship of any group provision of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacitythis Agreement.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits, and Schedules are to Articles, Sections Sections, Exhibits, and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words (i) “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import and (ii) “in the ordinary course of business” are used in this Agreement, they shall be deemed to be followed by the words “consistent with past practice”, whether or not they are in fact followed by those words or words of like import. .. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time on or prior to the Effective Time and to any rules or regulations promulgated thereunderthereunder on or prior to the Effective Time. Unless otherwise expressly provided herein, References to any agreement or instrument defined or referred contract are to herein or in any that agreement or instrument that is referred to herein means such agreement contract as amended, modified or instrument as supplemented from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreementthe terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinReferences to “law”, any “laws” or to a particular statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to any Member law shall be deemed also to refer solely to such Person in its capacity as such Member and not in include any other capacityApplicable Law.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, any references to a Party’s “judgment”, “satisfaction” or words of a similar import shall mean in such Party’s sole judgment. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections Sections, Exhibits and Schedules are to Articles, Sections Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeablyIf a word or phrase is defined, its other grammatical forms have a corresponding meaning. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. The words “shall” and “will” are used interchangeably and have the same meaning. The word “or” will have the inclusive meaning represented by the phrase “and/or” unless the context requires otherwise. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The phrase “to the extent” means the degree by which. 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. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided hereinReferences to “law”, “laws” or to a particular statute or law shall be deemed also to include any statute defined Law. Time periods within or referred following which any payment is to herein be made or in any agreement or instrument that act is referred to herein means such statute as from be done shall be calculated by excluding the day on which the time to period commences and including the day on which the time amended, modified, supplemented or restated, including period ends and by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require extending the approval of a majority in interest of such group of Members. Except period to the extent otherwise expressly provided herein, all references next Business Day following if the last day of the time period is not a Business Day. References herein to any Member actions of or by the Investors (including actions of approval or consent of the Investors) shall be deemed to refer solely to such Person in its capacity as such Member and not in any other capacityrequire the actions of both of the Investors unless expressly provided otherwise.

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof”, ,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified. All 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 Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” are used in this Agreement, Agreement they shall be deemed to be followed by the words “without limitation”, whether or .” The word “or” shall not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible formbe exclusive. References (a) to any statute statute, rule or regulation shall be deemed to refer to such statute statute, rule or regulation as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly ; provided hereinthat for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated thereinany statute, but rule or regulation shall be deemed to refer to such statute, rule or regulation, as amended (and, in the case of statutes, any rules and regulations promulgated under such statutes), in each case, as of the foregoingsuch date, only (b) to the extent that Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such amendmentPerson unless otherwise indicated or the context otherwise requires, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person include the successors and permitted assigns of that Person. References (c) from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise expressly provided herein, when any approval, consent or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent or other matter shall require the approval of a majority in interest of such group of Members. Except (d) to the extent “date hereof” means the date of this Agreement and (e) to a “party” or the “parties” mean the parties to this Agreement unless otherwise expressly provided hereinspecified or the context otherwise requires. As used in this Agreement, all references to any Member the term “affiliates” shall have the meaning set forth in Rule 12b‑2 of the Exchange Act. The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to refer solely to such Person in its capacity as such Member and not affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. The parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other capacitydocument will be construed against the party drafting such agreement or document.