Common use of Other Definitional and Interpretative Provisions Clause in Contracts

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, “hereto”, “hereof” and words of similar import refer to this Agreement as a whole, including, without limitation, the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified.

Other Definitional and Interpretative Provisions. The term 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” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. 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, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are inserted for convenience only used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall not be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. 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 in any way the meaning or interpretation of this AgreementAgreement or such Exhibit, Annex or Schedule. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, “hereto”, “hereof” and words of similar import refer to this Agreement as a whole, including, without limitation, the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used Any reference in this Agreement shall mean “including, without limitation”; (e) all references to any period of days a date or time shall be deemed to be to such date or time in the relevant number City of calendar days New York, New York, U.S.A., unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any . Any Contract, instrument or Law law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law law as from time to time amended, modified or supplementedsupplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, including references to (in the case x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of Contracts or instruments) by waiver or consent such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the case context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of Law) by succession of comparable successor Law and references the parties that, to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollarsthe extent possible, unless otherwise specifiedprovisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereof.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as (a) Notwithstanding anything to the same may from time to time be amended, modified, supplemented or restated contrary in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counselthe obligations, shall be deemed the drafter representations, warranties and covenants of this Agreement for purposes of construing the provisions hereofany party hereto are several (with respect to itself) and not joint and several, and all provisions in no event shall any party hereto have any liability for the obligations, representations, warranties or covenants of this Agreement shall be construed according to their fair meaning and not strictly for or against any other party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the The words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include”, “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 the relevant number printing, typing and other means of calendar days unless otherwise specified; reproducing words (fincluding electronic media) the word “will” shall be construed in a visible form. References to have the same meaning any agreement or contract are to that agreement or contract as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject amended, modified or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as supplemented from time to time amended, modified or supplemented, including (in accordance with the case of Contracts or instruments) by waiver or consent terms hereof and (in thereof. References to any Person include the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” permitted assigns of that Person. References from or dollars shall refer to United States dollarsthrough any date mean, unless otherwise specified, from and including or through and including, respectively.

Other Definitional and Interpretative Provisions. When a reference is made in this Agreement to an Article, Exhibit or Section, such reference shall be to an Article, Exhibit or Section of this Agreement unless otherwise indicated. The term “table of contents to this Agreement” means this Agreement together with all schedules , and annexes heretothe Article, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The Exhibit and Section headings contained in this Agreement Agreement, are inserted for convenience reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. No party to Whenever the words “include,” “includes” or “including” are used in this Agreement, nor its respective counsel, they shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall to be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein followed by the context or use thereof: (a) the words “herein”, “hereto”, without limitation.” The words “hereof,” and words of similar import refer to this Agreement as a whole, including, without limitation, the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “includingherein” and “such ashereunder” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references refer to this Agreement as a whole and not to any period particular provision of days 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 be to the relevant number of calendar days unless include any gender or all three as appropriate. Unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any Contractagreement, instrument or Law statute defined or referred to herein or in any Contract, agreement or instrument or Law that is referred to herein means such Contractagreement, instrument or Law statute as from time to time amended, modified or supplemented. Unless the context otherwise requires, including (“or,” “neither,” “nor,” “any,” “either,” and “or” shall not be exclusive or disjunctive. The parties hereto have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent 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 party by virtue of the authorship of any provisions of this Agreement. Reference to any agreement, 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 modification to any agreement, document or instrument that requires the consent 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. 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 any Law shall be deemed to refer to such Law, together with the rules and regulations promulgated thereunder, in each case of Law) by succession of comparable as may be amended from time to time and any successor Law and references thereto. References to all attachments thereto and instruments incorporated therein; (j) references any Person shall be deemed to a Person are also refer to its permitted that Person’s successors and permitted assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ,” “hereto”, ” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, Exhibits and Schedules are to Articles, 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, paragraph, subparagraph . All Exhibits and Schedules annexed hereto or clause contained 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; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 “$” and “dollars” are to the relevant number currency of the United States, (ii) from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively and (iii) to “days” shall be calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the indicated. The word “or” shall is disjunctive but not be necessarily exclusive; (h) the word “extent” in the . The phrase “ordinary course of business” is deemed to the extentbe followed by “consistent with past practice” shall mean the degree to which a subject whether or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedso stated.

Other Definitional and Interpretative Provisions. The term “following rules of interpretation shall apply to this Agreement: (i) the words “hereof”, “hereby”, “herein” means and “hereunder” and words of like import used in this Agreement together with shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and annexes heretothe Parent Disclosure Schedule, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (v) any capitalized term used in any Exhibit, the same may Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and references to any gender shall 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”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) references to Applicable Law shall be deemed to refer to such Applicable Law as amended or supplemented from time to time be and to any rules, regulations and interpretations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified, modified or supplemented or restated from time to time in accordance with the terms hereof. The headings contained 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 this Agreement are inserted for convenience only the appropriate schedule; (xi) references to any Person include the successors and shall not affect in permitted assigns of that Person; (xii) references “from” or “through” any way the meaning date mean, unless otherwise specified, “from and including” or interpretation of this Agreement. No party “through and including”, respectively; (xiii) references to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, “dollars” and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: “$” means U.S. dollars; (axiv) the words term “herein”, “hereto”, “hereofmade available” and words of similar import refer mean that the relevant documents, instruments or materials were (A) posted and made available to this Agreement 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 a wholeapplicable, includingmaintained by such party in connection with the transactions contemplated hereby, without limitationin each case, prior to the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreementdate hereof; (bB) masculine gender shall also include provided via electronic mail or in person prior to the feminine date hereof; or (C) filed or furnished to the SEC and neutral genders, and vice versapublicly available on the SEC’s XXXXX reporting system prior to the date hereof; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hxv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; and (ixvi) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (the parties hereto have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent and (this Agreement and, in the case event an ambiguity or question of Law) intent or interpretation arises, this Agreement shall be construed as jointly drafted by succession the parties hereto and no presumption or burden of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” proof shall arise favoring or dollars shall refer to United States dollars, unless otherwise specifieddisfavoring any party by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as Unless the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless express context otherwise indicated to the contrary herein by the context or use thereof: requires (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar import import, when used in this Agreement, shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained in provision of this Agreement; (b) masculine gender terms defined in the singular shall also include have a comparable meaning when used in the feminine and neutral gendersplural, and vice versa; (c) words importing the singular shall also include the plural, terms “Dollars” and vice versa“$” mean U.S. dollars and references to “€” or “Euros” refer to European Union Euros; (d) references herein (whether capitalized or not) to a specific Section, Subsection, Recital, Schedule, Exhibit or Annex shall refer, respectively, to Sections, Subsections, Recitals, Schedules, Exhibits or Annexes of this Agreement; (e) wherever the word “include”, “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (ef) all references herein to any gender shall include each other gender; (g) with respect to the determination of any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) time, the word “willfrom” shall be construed means “from and including” and the words “to” and “until” each means “to have the same meaning as the word “shallbut excluding”; (gh) the word “or” shall be disjunctive but not be exclusive; (h) 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”; (i) unless a contrary intent is apparentreferences herein to any Law shall be deemed to refer to such Law as amended, any Contractmodified, instrument codified, reenacted, supplemented or Law defined or referred to herein superseded in whole or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as part and in effect from time to time amendedtime, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references also to all attachments thereto rules and instruments incorporated thereinregulations promulgated thereunder; (j) except for purposes of the Company Letter, references herein to a Person are also to its permitted successors and assignsany Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof; and (k) all the headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement; (l) if the last day for the giving of any notice or the performance of any action required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action, unless otherwise required by Law, shall be extended to the next succeeding Business Day and (m) references herein to “$as of the date hereof”, “as of the date of this Agreement” or dollars words of similar import shall refer be deemed to United States dollars, unless otherwise specifiedmean “as of immediately prior to the execution and delivery of this Agreement.”

Other Definitional and Interpretative Provisions. The term “Unless specified otherwise in this Agreement” means , the obligations of any Party consisting of more than one Person are joint and several. Unless specified otherwise in this Agreement together with Agreement, all schedules words used in the singular number shall extend to and annexes heretoinclude the plural, as all words in the same may from time plural number shall extend to time be amendedand include the singular, modified, supplemented or restated and all words in accordance with the terms hereofany gender shall extend to and include all genders. The headings contained words "hereof", "herein" and "hereunder" and words of like import used in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, “hereto”, “hereof” and words of similar import refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) . Whenever the words “"include", "includes" or "including” and “such as” and words of similar import when " are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 the relevant number printing, typing and other means of calendar days unless otherwise specified; reproducing words (fincluding electronic media) the word “will” shall be construed in a visible form. References to have the same meaning any agreement or contract are to that agreement or contract as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject amended, modified or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as supplemented from time to time amended, modified in accordance with the terms hereof and thereof. References from or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollarsthrough any date mean, unless otherwise specified, from and including or through and including, respectively. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and following rules of interpretation shall not affect in any way the meaning or interpretation of this Agreement. No party apply to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) 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; (b) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (c) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (d) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (e) any capitalized term used in any Exhibit or the Company Disclosure Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement; (f) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and references to any gender shall 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,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (i) references to any Contract or Laws are to that Contract or Laws as amended, modified or supplemented from time to time in accordance with 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; (k) references “from” or “through” any date mean, unless otherwise specified, “hereto”, from and including” or “hereofthrough and including,” respectively; (l) references to “dollars” and “$” means U.S. dollars; (m) the term “made available” and words of similar import refer mean that the relevant documents, 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 this Agreement as a whole, including, without limitation, the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreementdate hereof; (bii) masculine gender shall also include provided via electronic mail or in person prior to the feminine date hereof; or (iii) filed or furnished to the SEC and neutral genders, and vice versapublicly available on the SEC’s XXXXX reporting system at least two (2) Business Days prior to the date hereof; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hn) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; and (io) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (the Parties have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent and (this Agreement and, in the case event an ambiguity or question of Law) intent or interpretation arises, this Agreement shall be construed as jointly drafted by succession the Parties and no presumption or burden of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” proof shall arise favoring or dollars shall refer to United States dollars, unless otherwise specifieddisfavoring any Party by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as Unless the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless express context otherwise indicated to the contrary herein by the context or use thereof: requires (a) the words “hereof,” “herein”, ” and “hereto”, “hereofhereunder” and words of similar import import, when used in this Agreement, shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained in provision of this Agreement; (b) masculine gender terms defined in the singular shall also include have a comparable meaning when used in the feminine and neutral gendersplural, and vice versa; (c) words importing the singular shall also include the plural, terms “Dollars” and vice versa“$” mean U.S. dollars and references to “€” or “Euros” refer to European Union Euros; (d) references herein (whether capitalized or not) to a specific Section, Subsection, Recital, Schedule, Exhibit or Annex shall refer, respectively, to Sections, Subsections, Recitals, Schedules, Exhibits or Annexes of this Agreement; (e) wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (ef) all references herein to any gender shall include each other gender; (g) with respect to the determination of any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) time, the word “willfrom” shall be construed means “from and including” and the words “to” and “until” each means “to have the same meaning as the word “shallbut excluding”; (gh) the word “or” shall be disjunctive but not be exclusive; (hi) references herein to any Law shall be deemed to refer to such Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder; (j) except for purposes of the Company Letter, references herein to any Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof; (k) the word table of contents and headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement; (l) if the last day for the giving of any notice or the performance of any action required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action, unless otherwise required by Law, shall be extended to the next succeeding Business Day; (m) references herein to “extentas of the date hereof,” in “as of the phrase date of this Agreement” or words of similar import shall be deemed to mean “as of immediately prior to the execution and delivery of this Agreement”; (n) all references herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person and (o) the words “to the extent” shall mean the degree to which a the subject or other thing extends, matter thereof relates and such phrase shall not merely mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ” and “hereto”, “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained provision of this Agreement. Terms defined in the singular in this Agreement; (b) masculine gender Agreement shall also include the feminine and neutral genders, plural and vice versa; (c) words importing . The captions and headings herein are included for convenience of reference only and shall be ignored in the singular shall also include the pluralconstruction or interpretation hereof. References to Articles, Sections and vice versa; (d) schedules are to Articles, Sections and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 “the date of this Agreement,” “the date hereof” and phrases of similar import, unless the context otherwise requires, shall be deemed to refer to the relevant number of calendar days unless otherwise specified; (f) date set forth in the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the Preamble. 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”; (i) unless a contrary intent . The word “will” shall be construed to have the same meaning as the word “shall”. The term “or” is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (not exclusive. The parties hereto have participated jointly in the case negotiation and drafting of Contracts this Agreement. If any ambiguity or instruments) question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by waiver the parties hereto, and no presumption or consent burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. For purposes of analyzing the Company’s representations and (warranties and related disclosures under this Agreement, Parent and Merger Sub will not be deemed to have knowledge of any state of facts, change, development, effect, occurrence or condition relating to the Company or its Subsidiaries unless it is disclosed in the case Company SEC Documents or the Company Disclosure Letter or is information otherwise generally available to the public as of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedthe date hereof.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as Unless the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless express context otherwise indicated to the contrary herein by the context or use thereof: requires (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar import import, when used in this Agreement, shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained in provision of this Agreement; , (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing terms defined in the singular shall also include have a comparable meaning when used in the plural, and vice versa; , (c) the terms “Dollars” and “$” mean U.S. dollars and references to “€” refer to Euros, (d) references herein (whether capitalized or not) to a specific Section, Subsection, Recital, Schedule, Exhibit or Annex shall refer, respectively, to Sections, Subsections, Recitals, Schedules, Exhibits or Annexes of this Agreement, (e) wherever the words word “include”, “includes” or “including” and “such as” and words of similar import when is used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days it shall be deemed to be to followed by the relevant number of calendar days unless otherwise specified; words “without limitation,” (f) references herein to any gender shall include each other gender, (g) with respect to the determination of any period of time, the word “willfrom” shall be construed means “from and including” and the words “to” and “until” each means “to have the same meaning as the word “shall”; but excluding,” (gh) the word “or” shall be disjunctive but not be exclusive; (h) 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”; (i) unless a contrary intent is apparentreferences herein to any Law shall be deemed to refer to such Law as amended, any Contractmodified, instrument codified, reenacted, supplemented or Law defined or referred to herein superseded in whole or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as part and in effect from time to time amendedtime, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references also to all attachments thereto rules and instruments incorporated therein; regulations promulgated thereunder, (j) except for purposes of the Company Letter, references herein to a Person are also to its permitted successors and assigns; and any Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof, (k) all the headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement, (l) if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action, unless otherwise required by Law, shall be extended to the next succeeding Business Day and, (m) references herein to “$as of the date hereof”, “as of the date of this Agreement” or dollars words of similar import shall refer be deemed to United States dollars, unless otherwise specifiedmean “as of immediately prior to the execution and delivery of this Agreement.”

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ” and “hereto”, “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; (b) . Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall also include the feminine and neutral genders, gender and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) . Whenever the words “include”, “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 Person include the relevant 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. All references to currency herein shall be to, and all payments required hereunder shall be paid in, U.S. Dollars. All references to any time herein shall refer to Eastern Time in the United States. Neither this Agreement nor any uncertainty or ambiguity herein shall be 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 to calendar days unless otherwise Business Days are specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the . 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law . All accounting terms used herein and not expressly defined or referred herein shall have the meanings given to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedthem under GAAP.

Other Definitional and Interpretative Provisions. The term “following rules of interpretation shall apply to this Agreement: (i) the words “hereof”, “hereby”, “herein” means and “hereunder” and words of like import used in this Agreement together with shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and annexes heretothe Parent Disclosure Schedule, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (v) any capitalized term used in any Exhibit or schedules annexed to this Agreement, including the same may Company Disclosure Schedule or the Parent Disclosure Schedule, but not otherwise defined therein shall have the meaning set forth in this Agreement; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and references to any gender shall 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”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) references to any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time be and to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified, modified or supplemented or restated from time to time in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only hereof and shall not affect in thereof; provided, that with respect to any way the meaning or interpretation of this Agreement. No party Contract listed on any schedule annexed to this Agreement, nor its respective counselincluding the Company Disclosure Schedule or the Parent Disclosure Schedule, such references shall be deemed only include any such amendments, modifications or supplements that are made available to Parent or the drafter Company, as applicable; (xi) references to any Person include the successors and permitted assigns of this Agreement for purposes of construing the provisions hereofthat Person; (xii) references to “from” or “through” any date mean, unless otherwise specified, “from and all provisions of this Agreement shall be construed according including” or “through and including”, respectively; (xiii) references to their fair meaning “dollars” and not strictly for or against any party hereto. Unless otherwise indicated “$” mean U.S. dollars; (xiv) references to the contrary herein by the context or use thereof: “pounds” and “£” mean United Kingdom pounds sterling; (axv) the words term “herein”, “hereto”, “hereofmade available” and words of similar import refer mean that the relevant documents, instruments or materials were (A) with respect to this Agreement Parent, posted and made available to Parent on the Company’s due diligence data site (or in any “clean room” or as a wholeotherwise provided on an “outside counsel only” basis), includingor, without limitationwith respect to the Company, posted or made available to the SchedulesCompany on Parent’s due diligence data site (or in any “clean room” or as otherwise provided on an “outside counsel only” basis), and not as applicable, in each case, at least one day prior to any particular section, subsection, paragraph, subparagraph or clause contained in the date of this Agreement; (bB) masculine gender shall also include provided via electronic mail, in person or on a conference call at least one day prior to the feminine and neutral gendersdate 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, and vice versawith respect to Parent, furnished pursuant to any other Parent Public Document); (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hxvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; and (ixvii) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (the Parties hereto have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent and (this Agreement and, in the case event an ambiguity or question of Law) intent or interpretation arises, this Agreement shall be construed as jointly drafted by succession the Parties hereto and no presumption or burden of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” proof shall arise favoring or dollars shall refer to United States dollars, unless otherwise specifieddisfavoring any Party by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. The preamble and recitals to this Agreement are incorporated into and made a part of this Agreement. The table of contents, subsectionand the article and section and other titles, paragraphheadings and captions herein, subparagraph are included for convenience of reference only and shall be ignored in the construction or clause contained interpretation hereof. References to Articles, Sections, Annexes, Exhibits and Schedules are to Articles, 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 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 shall have the meaning as defined in this Agreement; (b) masculine gender . The definition of terms herein shall also apply equally to the singular and the plural. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the neuter forms. The word “will” shall be construed to have the same meaning as the word “shall”; (g) . Whenever the word words “orinclude”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not be exclusive; (h) the 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 other thing extends, and such phrase shall not mean simply “if”; . The word “or” shall not be exclusive (ii.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) unless in a contrary intent is apparentvisible form. Unless otherwise specified, references to any Contract, instrument or Law defined or referred statute shall be deemed to herein or in any Contract, instrument or Law that is referred refer to herein means such Contract, instrument or Law statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplementedsupplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. 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 case preamble of Contracts this Agreement. References from or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollarsthrough any date mean, unless otherwise specified, from and including or through and including, respectively. The measure of a period of one month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such period being measured will be the next actual date of the following month or year (for example, one month following February 18 is March 18 and one month following March 31 is May 1). Except as otherwise specifically indicated, for purposes of measuring the beginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), the time at which a thing, occurrence or event shall begin or end shall be deemed to occur in the time zone in which San Jose, California is located. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. Any references in this Agreement to “dollars” or “$” shall be to U.S. dollars. 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 Representatives prior to the execution of this Agreement, or (ii) sent to Parent’s counsel (listed in Section 11.01) prior to the execution of this Agreement.

Other Definitional and Interpretative Provisions. The term “following rules of interpretation shall apply to this Agreement: (i) the words “hereof”, “hereby”, “herein” means and “hereunder” and words of like import used in this Agreement together with shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and annexes heretothe Parent Disclosure Schedule, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (v) any capitalized term used in any Exhibit or schedules annexed to this Agreement, including the same may Company Disclosure Schedule or the Parent Disclosure Schedule, but not otherwise defined therein shall have the meaning set forth in this Agreement; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and references to any gender shall 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”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) references to any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time be and to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified, modified or supplemented or restated from time to time in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only hereof and shall not affect in thereof; provided, that with respect to any way the meaning or interpretation of this Agreement. No party Contract listed on any schedule annexed to this Agreement, nor its respective counselincluding the Company Disclosure Schedule or the Parent Disclosure Schedule, such references shall be deemed only include any such amendments, modifications or supplements that are made available to Parent or the drafter Company, as applicable; (xi) references to any Person include the successors and permitted assigns of this Agreement for purposes of construing the provisions hereofthat Person; (xii) references to “from” or “through” any date mean, unless otherwise specified, “from and all provisions of this Agreement shall be construed according including” or “through and including”, respectively; (xiii) references to their fair meaning “dollars” and not strictly for or against any party hereto. Unless otherwise indicated “$” means U.S. dollars; (xiv) references to the contrary herein by the context or use thereof: “pounds” and “£” means United Kingdom pounds sterling; (axv) the words term “herein”, “hereto”, “hereofmade available” and words of similar import refer mean that the relevant documents, instruments or materials were (A) with respect to this Agreement Parent, posted and made available to Parent on the Alexion Pharmaceuticals, Inc. due diligence data site (or in any “clean room” or as a wholeotherwise provided on an “outside counsel only” basis), includingor, without limitationwith respect to the Company, posted or made available to the SchedulesCompany on the AstraZeneca PLC due diligence data site (or in any “clean room” or as otherwise provided on an “outside counsel only” basis), and not as applicable, in each case, at least one day prior to any particular section, subsection, paragraph, subparagraph or clause contained in the date of this Agreement; (bB) masculine gender shall also include provided via electronic mail or in person at least one day prior to the feminine and neutral genders, and vice versadate of this Agreement (including materials provided to outside counsel); or (C) filed or furnished to the SEC prior to the date of this Agreement; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hxvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; (ixvii) unless a contrary intent it is apparentunderstood that among the factors applicable to determining whether Parent or the Company has “unreasonably withheld, any Contractconditioned or delayed” consent under Section 6.01 or Section 7.01 of this Agreement, instrument or Law defined or referred to herein or in any Contractas applicable, instrument or Law that is referred to herein means such Contractare prevailing external economic, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent industry and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assignsregulatory circumstances; and (kxviii) all references herein to “$” the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or dollars question of intent or interpretation arises, this Agreement shall refer to United States dollars, unless otherwise specifiedbe 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 term “following rules of interpretation shall apply to this Agreement: (i) the words “hereof”, “hereby”, “herein” means and “hereunder” and words of like import used in this Agreement together with shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and annexes heretothe Parent Disclosure Schedule, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (v) any capitalized term used in any Exhibit or schedules annexed to this Agreement, including the same may Company Disclosure Schedule or the Parent Disclosure Schedule, but not otherwise defined therein shall have the meaning set forth in this Agreement; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and references to any gender shall 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”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) references to any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time be and to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified, modified or supplemented or restated from time to time in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only hereof and shall not affect in thereof; provided that with respect to any way the meaning or interpretation of this Agreement. No party Contract listed on any schedule annexed to this Agreement, nor its respective counselincluding the Company Disclosure Schedule or the Parent Disclosure Schedule, shall all such amendments, modifications or supplements (other than such amendments, modifications or supplements that are immaterial) must also be deemed listed in the drafter appropriate schedule; (xi) references to any Person include the successors and permitted assigns of this Agreement for purposes of construing the provisions hereofthat Person; (xii) references “from” or “through” any date mean, unless otherwise specified, “from and all provisions of this Agreement shall be construed according including” or “through and including”, respectively; (xiii) references to their fair meaning “dollars” and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: “$” means U.S. dollars; (axiv) the words term “herein”, “hereto”, “hereofmade available” and words of similar import refer mean that the relevant documents, instruments or materials were (A) with respect to this Agreement Parent, posted and made available to Parent on the Company due diligence data site (or in any “clean room” or as a wholeotherwise provided on an “outside counsel only” basis), includingor, without limitationwith respect to the Company, posted or made available to the SchedulesCompany on the Parent due diligence data site (or in any “clean room” or as otherwise provided on an “outside counsel only” basis), and not as applicable, in each case, prior to any particular section, subsection, paragraph, subparagraph the date hereof; or clause contained in this Agreement(B) filed or furnished to the SEC prior to the date hereof; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hxv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; and (ixvi) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (the parties hereto have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent and (this Agreement and, in the case event an ambiguity or question of Law) intent or interpretation arises, this Agreement shall be construed as jointly drafted by succession the parties hereto and no presumption or burden of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” proof shall arise favoring or dollars shall refer to United States dollars, unless otherwise specifieddisfavoring any party by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The term “following rules of interpretation shall apply to this Agreement: (i) the words “hereof”, “hereby”, “herein” means and “hereunder” and words of like import used in this Agreement together with shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and annexes heretothe Parent Disclosure Schedule, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (v) any capitalized term used in any Exhibit, the same may Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and references to any gender shall 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”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) references to any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time be and to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified, modified or supplemented or restated from time to time in accordance with the terms hereof. The headings contained 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 this Agreement are inserted for convenience only the appropriate schedule; (xi) references to any Person include the successors and shall not affect in permitted assigns of that Person; (xii) references “from” or “through” any way the meaning date mean, unless otherwise specified, “from and including” or interpretation of this Agreement. No party “through and including”, respectively; (xiii) references to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, “dollars” and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: “$” means U.S. dollars; (axiv) the words term “herein”, “hereto”, “hereofmade available” and words of similar import refer mean that the relevant documents, instruments or materials were (A) posted and made available to this Agreement 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 a wholeapplicable, includingmaintained by such party in connection with the transactions contemplated hereby, without limitationin each case, prior to the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreementdate hereof; (bB) masculine gender shall also include provided via electronic mail or in person prior to the feminine and neutral genders, and vice versadate hereof; or (C) filed or furnished to the SEC prior to the date hereof; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hxv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; and (ixvi) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (the parties hereto have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent and (this Agreement and, in the case event an ambiguity or question of Law) intent or interpretation arises, this Agreement shall be construed as jointly drafted by succession the parties hereto and no presumption or burden of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” proof shall arise favoring or dollars shall refer to United States dollars, unless otherwise specifieddisfavoring any party by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this ​ Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphExhibits, subparagraph Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified. All Exhibits, Annexes and Schedules annexed hereto or clause contained referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include”, “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 the relevant number printing, typing and other means of calendar days unless otherwise specified; reproducing words (fincluding electronic media) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the in a visible form. The word “or” shall not be deemed to be exclusive; (h) the . The word “extent” in 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 simply “if”; (i) unless a contrary intent is apparent. References to any statute, any Contractlaw or other Applicable Law shall be deemed to refer to such statute, instrument law or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or other Applicable Law as amended from time to time amendedand, modified if applicable, to any rules or supplemented, including (in regulations promulgated thereunder. References to any Person include the case successors and permitted assigns of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references that Person. References to a Person are also “party” or the “parties” mean a party or the parties to its permitted successors and assigns; and (k) this Agreement unless the context otherwise requires. Unless the context otherwise requires, all references herein 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 dollars shall refer year for purposes of this Agreement will be the date of the following month or year corresponding to United States dollarsthe 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. 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. Whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub to take such action. The parties hereto 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 will be construed as if drafted jointly by such parties and 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 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. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ” and “hereto”, “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; (b) . Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall also include the feminine and neutral genders, gender and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) . Whenever the words “include”, “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 Person include the relevant 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. All references to currency herein shall be to, and all payments required hereunder shall be paid in, U.S. Dollars. All references to any time herein shall refer to Central Time in the United States. Neither this Agreement nor any uncertainty or ambiguity herein shall be 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 to calendar days unless otherwise Business Days are specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the . 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law . All accounting terms used herein and not expressly defined or referred herein shall have the meanings given to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedthem under GAAP.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ,” “hereto”, ” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, Exhibits and Schedules are to Articles, 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 subsection, paragraph, subparagraph . All Exhibits and Schedules annexed hereto or clause contained 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; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. 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 “$” and “such asdollars” are to the currency of the United States and words of similar import when (ii) to “days” shall be to calendar days unless otherwise indicated. Whenever the context may require, any pronouns used in this Agreement shall mean “includinginclude the corresponding masculine, without limitation”; (efeminine or neuter forms. Except as required by Rule 14d-1(g)(3) all references to any promulgated by the SEC under the Exchange Act, when calculating the period of days time before which, within which or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be deemed to be to excluded. If the relevant number last day of calendar days unless otherwise specified; (f) such period is a non-Business Day, the word “will” period in question shall be construed to have end on the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiednext succeeding Business Day.

Other Definitional and Interpretative Provisions. The term “this Agreement” means When a reference is made in this Agreement together with all schedules and annexes heretoto a Section, as the same may from time such reference shall be to time be amended, modified, supplemented or restated in accordance with the terms hereofa Section of this Agreement unless otherwise indicated. The descriptive headings contained in of this Agreement are inserted for convenience only and shall do not affect in any way the meaning or interpretation constitute a substantive part of this Agreement. No party to Whenever required by the context, any pronoun used in this AgreementAgreement shall include the corresponding masculine, nor its respective counselfeminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The words “include,” “includes” and “including” when used herein shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall in each case to be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein followed by the context or use thereof: (a) the words “herein”, without limitation.” References to “hereto”, this Agreement,” “hereof,” “herein,” and words of similar import “hereunder” refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement and include any schedules, subsectionannexes, paragraph, subparagraph exhibits or clause contained in other attachments to this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any Contract. Any agreement, instrument or other document or any Law defined or referred to herein or in any Contract, agreement or instrument or Law that is referred to herein means such Contractagreement, instrument instrument, other document or Law as from time to time amended, modified or supplemented, including (in the case of Contracts agreements or instruments) by waiver or consent and (in the case of Lawstatutes) by succession of comparable successor Law statutes and references to all attachments thereto and instruments incorporated therein; (j) references . Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any agreement, document or instrument that requires the consent 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 use of the words “or,” “either” and “any” shall not be exclusive. The Parties hereto 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 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 Person are also conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to its permitted successors and assigns; and (k) all references herein the extent of such conflict. References to “$” agreements or dollars other documents shall be deemed to refer to United States dollarssuch agreement or other document as amended, unless restated, supplemented and/or otherwise specifiedmodified from time to time.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ,” “hereto”, ” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, Exhibits and Schedules are to Articles, 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 subsection, paragraph, subparagraph . All Exhibits and Schedules annexed hereto or clause contained 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; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. 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 “$” and “such asdollars” are to the currency of the United States and words of similar import when (ii) to “days” shall be to calendar days unless otherwise indicated. Whenever the context may require, any pronouns used in this Agreement shall mean “includinginclude the corresponding masculine, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject feminine or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedneuter forms.

Other Definitional and Interpretative Provisions. The term 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” means . When a reference is made in this Agreement together with to an Article, Section, paragraph, clause, Schedule or Exhibit, such reference shall be deemed to be to this Agreement unless otherwise indicated. The Disclosure Letter, as well as all other schedules and annexes all exhibits hereto, shall be deemed part of this Agreement and included in any reference to this Agreement. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Whenever the same may from time words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to time be followed by the words “without limitation.” References to any “statute” or “regulation” are to the statute or regulation as amended, modified, supplemented or restated replaced from time to time (and, in accordance with the terms hereofcase of statutes, include any rules and regulations promulgated under the statute) and to any “section of any statute or regulation” include any successor to the section. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. 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. The headings contained herein (including in this Agreement the Exhibits and the Disclosure Letter) are inserted for convenience reference purposes only and shall not affect in any way the meaning or interpretation of this Agreementhereof. No party to this Agreement, nor its respective counsel, shall be deemed The Parties agree that the drafter terms and language of this Agreement for purposes were the result of construing negotiations between the provisions hereofParties and their respective advisors and, and all provisions 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 construed according decided without regard to their fair meaning and not strictly for events of authorship or against any party heretonegotiation. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, “hereto”, “hereof” and words For purposes of similar import refer to this Agreement as a whole, including, without limitation, the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (b) masculine gender shall also include , any information that was posted in the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall Data Room will be deemed to be have been “made available” by the Company to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedParent.

Other Definitional and Interpretative Provisions. The term 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” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. 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, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are inserted for convenience only 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 “$” and “dollars” are to the currency of the United States and (ii) to “days” shall not be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. 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 in any way the meaning or interpretation of this AgreementAgreement or such Exhibit, Annex or Schedule. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, “hereto”, “hereof” and words of similar import refer to this Agreement as a whole, including, without limitation, the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used Any reference in this Agreement shall mean “including, without limitation”; (e) all references to any period of days a date or time shall be deemed to be to such date or time in the relevant number City of calendar days New York, New York, U.S.A., unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any . Any Contract, instrument or Law law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law law as from time to time amended, modified or supplementedsupplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, including references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. The term “in the case ordinary course of Contracts or instruments) by waiver or consent and (business” means “in the case ordinary course of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedbusiness consistent with past practice”.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. References to Articles, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; (b) . Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall also include the feminine and neutral genders, gender and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) . Whenever the words “include,” “includes” or “including” and are used in this Agreement, they shall be deemed to be followed by the words “such aswithout 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. The phrases “provided,” “delivered” or “made available,” when used herein, mean that the subject information or materials referred to have, prior to the relevant date of similar import when determination, been electronically delivered to, and made viewable and downloadable by, Buyer and its requested Representatives on the “Project Eagle” electronic data room hosted by Intralinks, as that site existed as of 5:00 X.X. Xxx Xxxx Xxxx, Xxx Xxxx time at least one (1) Business Day immediately prior to the 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. References to any Law shall be deemed to refer to such 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 this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be the language chosen by the Parties to the relevant 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 number shall refer to calendar days unless otherwise Business Days are specified; (f) the . The word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law . All accounting terms used herein and not expressly defined or referred herein shall have the meanings given to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedthem under GAAP.

Other Definitional and Interpretative Provisions. The term “In this Agreement” means , unless otherwise specified, the following rules of interpretation apply. A defined term has its defined meaning throughout this Agreement together with all schedules and, unless otherwise defined, in each Exhibit and annexes heretoSchedule to this Agreement, regardless of whether it appears before or after the place where it is defined. References to Articles, Sections, Exhibits and Schedules are to Articles, 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 same may meaning as defined in this Agreement. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time be amended, modified, supplemented or restated in accordance with the terms hereofhereof and thereof; provided, that, with respect to any agreement or contract required to be listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ” and “hereto”, “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular section, subsection, paragraph, subparagraph provision of this Agreement. Whenever the words “include,” “includes” or clause contained “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 (bincluding electronic media) masculine gender in a visible form. References to “$” or “dollars” refer to U.S. dollars unless otherwise noted. Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the words singular. Words importing one gender include the other gender. References to any Person include the successors and permitted assigns of that Person. References to “includinglaw” or “laws” shall be deemed also to include any Applicable Law, and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days Applicable Law shall be deemed to include references to any rules or regulations promulgated, or statutory instruments issued, thereunder. To the extent this Agreement refers to information or documents to be made available, delivered or provided by the Company to Parent or the Merger Subsidiaries, or by Parent or the Merger Subsidiaries to the relevant number of calendar days unless otherwise specified; (f) Company, the word “will” Company or Parent or the Merger Subsidiaries, as the case may be, shall be construed deemed to have satisfied such obligation if the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject relevant party or other thing extends, and any of its Representatives has made such phrase shall not mean simply “if”; information or document available by (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts the Company, (x) posting such information or instrumentsdocument on or prior to September 4, 2009 to the “electronic data room” maintained by the Company and accessible by Parent and Parent’s Representatives for purposes of the transactions contemplated by this Agreement or (y) posting such information or document to the “electronic data room thereafter and providing the General Counsel of Parent with written notice that such information or document was posted (including by waiver electronic mail) or consent and (ii) in the case of Lawthe Parent, (x) posting such information or document on or prior to September 4, 2009 to the “electronic data room” maintained by succession the Company and accessible by the Company and Company’s Representatives for purposes of comparable successor Law the transactions contemplated by this Agreement or (y) posting such information or document to the “electronic data room” thereafter and references to all attachments thereto and instruments incorporated therein; providing the General Counsel of the Company with written notice that such information or document was posted (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedincluding by electronic mail).

Other Definitional and Interpretative Provisions. The term “following rules of interpretation shall apply to this Agreement: (i) the words “hereof”, “hereby”, “herein” means and “hereunder” and words of like import used in this Agreement together with shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, Sections, Schedules and Exhibits are to Articles, Sections, Schedules and Exhibits of this Agreement unless otherwise specified; (iv) all schedules Exhibits and annexes heretoSchedules annexed to this Agreement or referred to in this Agreement, including the Disclosure Schedules, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (v) any capitalized term used in any Exhibit or the same may Disclosure Schedules but not otherwise defined therein shall have the meaning set forth in this Agreement; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and references to any gender shall 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”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) references to any applicable Law shall be deemed to refer to such applicable Law as amended from time to time be and to any rules or regulations promulgated thereunder; (x) references to any contract are to that contract as amended, modified, modified or supplemented or restated from time to time in accordance with the terms hereof. The headings contained thereof, and references to the portion of any contract that is split off or assigned in this Agreement are inserted for convenience only part hereunder are, after such split or assignment, solely to that portion of such contract, and shall not affect to the contract in its entirety prior to such split or assignment in part thereof; (xi) references to any way Person include the meaning successors and permitted assigns of that Person; (xii) references “from” or interpretation of this Agreement. No party “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively; (xiii) references to this Agreementa “day” or “days” mean, nor its respective counselunless otherwise specified, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereofa calendar day or calendar days, respectively; (xiv) references to “dollars” and “$” means U.S. dollars, and all provisions of this Agreement payments to be made by either party hereunder shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: made in U.S. dollars, (axv) the words term “herein”, “hereto”, “hereofmade available” and words of similar import refer mean that the relevant documents, instruments or materials were (A) posted and made available to this Agreement as a whole, including, without limitation, the Schedules, and not to any particular section, subsection, paragraph, subparagraph other party on the electronic data site maintained by the disclosing party in connection with the transactions contemplated hereby; or clause contained (B) provided by the disclosing party via e-mail or in this Agreementperson; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hxvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; and (ixvii) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (the parties have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent and (this Agreement and, in the case event an ambiguity or question of Law) intent or interpretation arises, this Agreement shall be construed as jointly drafted by succession the parties and no presumption or burden of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” proof shall arise favoring or dollars shall refer to United States dollars, unless otherwise specifieddisfavoring any party by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) . Whenever the words “include”, “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 are to that statute, as amended from time to time, and to the relevant number of calendar days unless otherwise specified; rules and regulations promulgated thereunder. References to any agreement or contract (fincluding terms that are defined in this Agreement) the word “will” shall be construed are to have the same meaning that agreement or contract as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject amended, modified or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as supplemented from time to time amendedin accordance with the terms hereof and thereof; provided that, modified with respect to any agreement or supplementedcontract listed on any Schedules annexed hereto, including (all such amendments, modifications or supplements must also be listed in such Schedules. References to any Person include the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein permitted assigns of that Person. References to “$” or dollars shall refer the parties mean the parties to United States dollarsthis Agreement, unless otherwise specified. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any 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 any legal concept or thing shall, in respect of any jurisdiction other than that of the United States, be deemed to include what most nearly approximates in that jurisdiction to the United States legal term. References in this Agreement to “the date hereof” or “the date of this Agreement” shall refer to December 14, 2005. For the avoidance of doubt, (i) references in this Agreement to “the transactions contemplated by this Agreement” and similar references shall be deemed to 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 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 of the date hereof).

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained in provision of this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the . The words “includingdate hereof” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be refer to the relevant number date of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word this Agreement. The terms “or”, “any” shall and “either” are not be exclusive; (h) the . 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”; (i) . 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, Exhibits, Appendices and Schedules are to Articles, Sections, Exhibits, Appendices and Schedules of this Agreement unless a contrary intent is apparent, any Contract, instrument or Law defined otherwise specified. All Exhibits and Schedules attached hereto or referred to herein or are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any ContractExhibit 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, instrument and any plural term the singular. Whenever the words “include”, “includes” or Law “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 agreement or contract are to that is referred to herein means such Contractagreement or contract as amended, instrument modified or Law as supplemented from time to time amendedin accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any Scripps Disclosure Schedule or Journal Disclosure Schedule, modified all such amendments, modifications or supplemented, including (supplements must also be listed in the case of Contracts or instruments) by waiver or consent and (in appropriate schedule. References to any Person include the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” permitted assigns of that Person. References from or dollars shall refer to United States dollarsthrough any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of this Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ” and “hereto”, “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. References to Articles, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 the relevant number printing, typing and other means of calendar days unless otherwise specified; reproducing words (fincluding electronic media) the word “will” shall be construed in a visible form. References to have the same meaning any agreement or contract are to that agreement or contract as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject amended, modified or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as supplemented from time to time amended, modified or supplemented, including (in accordance with the case of Contracts or instruments) by waiver or consent and (in terms thereof. References to any Person include the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” permitted assigns of that Person. References from or dollars shall refer to United States dollarsthrough any date mean, unless otherwise specified, from and including or through and including, respectively. Unless otherwise expressly provided herein, (a) references to organization documents (including the Solaris LLC Agreement), agreements (including this Agreement) and other contractual instruments shall be deemed to 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 law.

Other Definitional and Interpretative Provisions. The term “following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” means “hereby,” “herein” and “hereunder” and words of like import used in this Agreement together with shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and annexes heretothe Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (v) any capitalized term used in any Exhibit, the same may Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement; (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, and references to any gender shall 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,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including by electronic media) in a visible form; (ix) references to any Applicable Law shall be deemed to refer to such Applicable Law as amended or supplemented from time to time be and to any rules, regulations and interpretations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified, modified or supplemented or restated from time to time in accordance with the terms hereof. The headings contained 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 this Agreement are inserted for convenience only the appropriate schedule; (xi) references to any Person include the successors and shall not affect in permitted assigns of that Person; (xii) references to “from” or “through” any way the meaning date mean, unless otherwise specified, “from and including” or interpretation of this Agreement. No party “through and including,” respectively; (xiii) references to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, “dollars” and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: “$” means U.S. dollars; (axiv) the words term “herein”, “hereto”, “hereofmade available” and words of similar import refer mean that the relevant documents, instruments or materials were (A) posted and made available to this Agreement as a wholeParent prior to the date hereof by the Company on the Project View IntraLinks Data Site, including(B) provided via electronic mail or in person prior to the date that is two days prior to the date hereof, without limitationor (C) filed with or furnished to the SEC and publicly available on the SEC’s XXXXX reporting system in unredacted form after January 1, 2019 and prior to the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreementdate hereof; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hxv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; and (ixvi) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (the parties hereto have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent and (this Agreement and, in the case event an ambiguity or question of Law) intent or interpretation arises, this Agreement shall be construed as jointly drafted by succession the parties hereto and no presumption or burden of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” proof shall arise favoring or dollars shall refer to United States dollars, unless otherwise specifieddisfavoring any party by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. The preamble and recitals to this Agreement are incorporated into and made a part of this Agreement. The table of contents, subsectionand the article and section and other titles, paragraphheadings and captions herein, subparagraph are included for convenience of reference only and shall be ignored in the construction or clause contained interpretation hereof. References to Articles, Sections, Annexes, Exhibits and Schedules are to Articles, 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 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 shall have the meaning as defined in this Agreement; (b) masculine gender . The definition of terms herein shall also apply equally to the singular and the plural. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the neuter forms. The word “will” shall be construed to have the same meaning as the word “shall”; (g) . Whenever the word words “orinclude”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not be exclusive; (h) the 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 other thing extends, and such phrase shall not mean simply “if”; . The word “or” shall not be exclusive (ii.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) unless in a contrary intent is apparentvisible form. Unless otherwise specified, references to any Contract, instrument or Law defined or referred statute shall be deemed to herein or in any Contract, instrument or Law that is referred refer to herein means such Contract, instrument or Law statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplementedsupplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. 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, including (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 case preamble of Contracts this Agreement. References from or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollarsthrough any date mean, unless otherwise specified, from and including or through and including, respectively. The measure of a period of one (1) month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such period being measured will be the next actual date of the following month or year (for example, one (1) month following February 18 is March 18 and one month following March 31 is May 1). Except as otherwise specifically indicated, for purposes of measuring the beginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), the time at which a thing, occurrence or event shall begin or end shall be deemed to occur in the time zone in which New York, New York is located. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Law. Any references in this Agreement to “dollars” or “$” 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 Representatives prior to 12:00 p.m., Eastern Time, on the date hereof.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ” and “hereto”, “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized term used in any Exhibit or clause contained Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 the relevant number printing, typing and other means of calendar days unless otherwise specified; reproducing words (fincluding email or other electronic media) the word “will” in a visible form. References to any statute, rule or regulation shall be construed deemed to have refer to such statute, rule or regulation as amended or supplemented from time to time, including through the same meaning promulgation of applicable rules or regulations. References to any Contract are to that Contract as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject amended, modified or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as supplemented from time to time amended, modified or supplemented, including (in accordance with the case of Contracts or instruments) by waiver or consent terms hereof and (in thereof. References to any Person include the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” permitted assignees of that Person. References from or dollars shall refer to United States dollarsthrough any date mean, unless otherwise specified, from and including or through and including, respectively. References to one gender include all genders. 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 without discount, rebate, reduction or withholding, and shall not be subject to offset. Any reference in this Agreement to “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 “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 term “this Agreement” means this Agreement together with all schedules definitions in Section 1.01 shall apply equally to both the singular and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with plural forms of the terms hereofdefined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections and Schedules are to Articles, paragraphSections 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, subparagraph or clause contained shall have the meaning as defined in this Agreement; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include”, “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 the relevant number printing, typing and other means of calendar days unless otherwise specified; reproducing words (fincluding electronic media) the word “will” in a visible form. References to any statute shall be construed deemed to have the same meaning refer to such statute as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “amended from time to the extent” shall mean the degree time and to which a subject any rules or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparentregulations promulgated thereunder. Unless otherwise expressly provided herein, any Contract, agreement or instrument or Law defined or referred to herein or in any Contract, agreement or instrument or Law that is referred to herein means such Contract, agreement or instrument or Law as from time to time amended, modified modified, supplemented or supplementedrestated, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law consent, and references to all attachments thereto and instruments incorporated therein; (j) references , but in the case of each of the foregoing, only to a the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to any Person are also to its permitted include the successors and assigns; and (k) all references herein to “$” permitted assigns of that Person. References from or dollars shall refer to United States dollarsthrough any date mean, unless otherwise specified, from and including or through and including, respectively. 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 term 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” means . When a reference is made in this Agreement together with to an Article, Section, paragraph, clause, Schedule or Exhibit, such reference shall be deemed to be to this Agreement unless otherwise indicated. The Disclosure Schedule, as well as all other schedules and annexes all exhibits hereto, shall be deemed part of this Agreement and included in any reference to this Agreement. Any capitalized term used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Whenever the same may from time words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to time be followed by the words “without limitation.” References to any “statute” or “regulation” are to the statute or regulation as amended, modified, supplemented or restated replaced from time to time (and, in accordance with the terms hereofcase of statutes, include any rules and regulations promulgated under the statute) and to any “section of any statute or regulation” include any successor to the section. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. 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. The headings contained herein (including in this Agreement the Exhibit and the Disclosure Schedule) are inserted for convenience reference purposes only and shall not affect in any way the meaning or interpretation of this Agreementhereof. No party to this Agreement, nor its respective counsel, shall be deemed The Parties agree that the drafter terms and language of this Agreement for purposes were the result of construing negotiations between the provisions hereofParties and their respective advisors and, and all provisions 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 construed according decided without regard to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, “hereto”, “hereof” and words events of similar import refer to this Agreement as a whole, including, without limitation, the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedauthorship.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ,” “hereto”, ” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. References to Articles, Sections, Exhibits and Schedules are to Articles, 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, paragraph, subparagraph . All Exhibits and Schedules annexed hereto or clause contained referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any initial capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 “$” and “dollars” are to the relevant number currency of the United States, (ii) from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively, and (iii) to “days” shall be calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedindicated.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ,” “hereto”, ” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, Exhibits and Schedules are to Articles, 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, paragraph, subparagraph . All Exhibits and Schedules annexed hereto or clause contained 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; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 “$” and “dollars” are to the relevant number currency of the United States, (ii) from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively and (iii) to “days” shall be calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedindicated.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ,” “hereto”, ” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, Exhibits and Schedules are to Articles, 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, paragraph, subparagraph . All Exhibits and Schedules annexed hereto or clause contained 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; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 “$” and “dollars” are to the relevant number currency of the United States, (b) from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively, (c) to “days” shall be calendar days unless otherwise specified; indicated and (fd) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument Applicable Law or Law defined or referred Permit is a reference to herein or in any Contractit as amended, instrument or Law modified and supplemented as of the applicable time that is referred to herein means such Contract, instrument Applicable Law or Law as from time to time amendedPermit is referenced in this Agreement (and, modified or supplemented, including (in the case of Contracts or instrumentsa Applicable Law, to (i) by waiver or consent any successor provision and (ii) the rules and regulations promulgated thereunder, in each case as of the case of Law) by succession of comparable successor time that such Applicable Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedis referenced in this Agreement).

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and following rules of interpretation shall not affect in any way the meaning or interpretation of this Agreement. No party apply to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (ai) the words “hereinhereof”, “heretohereby”, “hereofherein” and “hereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, subsectionSections and Exhibits are to Articles, paragraphSections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, subparagraph or clause contained including the Company Disclosure Schedule and the Parent Disclosure Schedule, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (bv) masculine gender any capitalized 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 shall also include have the feminine and neutral genders, and vice versameaning set forth in this Agreement; (cvi) words importing the any singular term in this Agreement shall also be deemed to include the plural, and vice versaany plural term the singular, and references to any gender shall include all genders; (dvii) whenever the words “include”, “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days they shall be deemed to be to followed by the relevant number words “without limitation”, whether or not they are in fact followed by those words or words of calendar days unless otherwise specifiedlike import; (fviii) the word “willwriting”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) references to any Applicable Law shall be construed deemed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “refer to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Applicable Law as amended from time to time and to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified or supplementedsupplemented from time to time in accordance with the terms hereof and thereof; provided, that with respect to any Contract listed on any schedule annexed to this Agreement, including (in the case of Contracts Company Disclosure Schedule or instruments) by waiver the Parent Disclosure Schedule, such references shall only include any such amendments, modifications or consent and (in supplements that are made available to Parent or the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated thereinCompany, as applicable; (jxi) references to a any Person are also to its permitted include the successors and assignspermitted assigns of that Person; and (kxii) all references herein to “$from” or dollars shall refer to United States dollars“through” any date mean, unless otherwise specified., “from and including” or “through and including”, respectively;

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ,” “hereto”, ” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, Exhibits and Schedules are to Articles, 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, paragraph, subparagraph . All Exhibits and Schedules annexed hereto or clause contained 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; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 “$” and “dollars” are to the relevant number currency of the United States, (ii) from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively, (iii) to “days” shall be calendar days unless otherwise specified; indicated, and (fiv) the word to “willordinary course of business” shall be construed deemed to have be followed by the same meaning as the word words “shallconsistent with past practice.”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified.

Other Definitional and Interpretative Provisions. The term 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” means . References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement together with all schedules unless otherwise specified. All Schedules annexed hereto or referred to herein are hereby incorporated in and annexes heretomade a part of this Agreement as if set forth in full herein. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The word “or” shall not be exclusive. References (a) to any statute, rule or regulation shall be deemed to refer to such statute, rule or regulation as the same may amended from time to time be amended, modified, supplemented and to any rules or restated in accordance with the terms hereof. The headings regulations promulgated thereunder; provided that for purposes of any representations and warranties contained in this Agreement that are inserted made as of a specific date or dates, references to any statute, 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 such date, (b) to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires, (c) from or through any date mean, unless otherwise specified, from and including or through and including, respectively, (d) to the “date hereof” means the date of this Agreement and (e) to a “party” or the “parties” mean the parties to this Agreement unless otherwise specified or the context otherwise requires. As used in this Agreement, 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 affect in any way the meaning or interpretation of this AgreementAgreement or any term or provision hereof. No party to this Agreement, nor its respective counsel, shall be deemed The parties agree that they have been represented by counsel during the drafter negotiation and execution of this Agreement for purposes and, therefore, waive the application of construing the provisions hereofany Law, and all provisions regulation, holding or rule of this Agreement shall construction providing that ambiguities in an agreement or other document will be construed according to their fair meaning and not strictly for against the party drafting such agreement or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, “hereto”, “hereof” and words of similar import refer to this Agreement as a whole, including, without limitation, the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifieddocument.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphExhibits, subparagraph Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified. All Exhibits, Annexes and Schedules annexed hereto or clause contained referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (b) . Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall also include the feminine and neutral genders, gender and vice versa; . If a term is defined as one part of speech (c) words importing the singular such as a noun), it shall also include the plural, and vice versa; have a corresponding meaning when used as another part of speech (d) such as a verb). Whenever the words “include”, “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 Person include the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” permitted assigns of that Person. References from or dollars shall refer to United States dollarsthrough any date mean, unless otherwise specified, from and including or through and including, respectively. References to any statute shall be deemed to refer to such statute as amended from time to time, except as otherwise specified herein, and to any rules or regulations promulgated thereunder. All references to currency herein shall be to, and all payments required hereunder shall be paid in, U.S. Dollars unless a different currency is specifically stated. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to any other agreement include all exhibits, schedules, annexes, appendices and addenda attached thereto and any and all amendments or modifications thereto. All references to any time herein shall refer to Central Time. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. References to Articles, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; (b) . Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall also include the feminine and neutral genders, gender and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) . Whenever the words “include,” “includes” or “including” and are used in this Agreement, they shall be deemed to be followed by the words “such aswithout 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 Person include the successors and permitted assigns of similar import when that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to any Law shall be deemed to refer to such 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 U.S. Time unless otherwise specified herein. The language used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be the language jointly chosen by the Parties to the relevant 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 number shall refer to calendar days unless otherwise Business Days are specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase . The words “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law . All accounting terms used herein and not expressly defined or referred herein shall have the meanings given to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedthem under GAAP.

Other Definitional and Interpretative Provisions. The term “following rules of interpretation shall apply to this Agreement” means this Agreement together with all schedules : (i) the words "hereof", "hereby", "herein" and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained "hereunder" and words of like import used in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, “hereto”, “hereof” and words of similar import refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, subsectionSections and Exhibits are to Articles, paragraph, subparagraph Sections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits and schedules annexed to this Agreement or clause contained referred to in this Agreement; , including the Company Disclosure Letter and the Parent Disclosure Letter, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (bv) masculine gender any capitalized term used in any Exhibit, the Company Disclosure Letter or the Parent Disclosure Letter but not otherwise defined therein shall also include have the feminine and neutral genders, and vice versa; meaning set forth in this Agreement; (cvi) words importing the any singular term in this Agreement shall also be deemed to include the plural, and vice versa; any plural term the singular, and references to any gender shall include all genders; (dvii) whenever the words “"include", "includes" or "including” and “such as” and words of similar import when " are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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", "written" and comparable terms refer to the relevant number printing, typing and other means of calendar days unless otherwise specified; reproducing words (fincluding electronic media) the word “will” in a visible form; (ix) references to any Applicable Law shall be construed deemed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “refer to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Applicable Law as amended from time to time and to any rules or regulations promulgated thereunder; (x) references to any contract are to that contract as amended, modified or supplementedsupplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any contract listed on any Schedule, including all such amendments, modifications or supplements (other than such amendments, modifications or supplements that are immaterial) must also be listed in the case of Contracts or instruments) by waiver or consent and appropriate Schedule; (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (jxi) references to a any Person are also to its permitted include the predecessors, successors and assigns; and permitted assigns of that Person; (kxii) all references herein to “$” "from" or dollars shall refer to United States dollars"through" any date mean, unless otherwise specified., "from and including" or "through and including", respectively; (xiii) references to (A) "dollars" and "$"

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or following rules of interpretation of this Agreement. No party will apply to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “heretohereby”, “hereofherein” and “under this Agreement” and words of like import used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the table of contents and captions in this Agreement are included for convenience of reference only and will be ignored in the construction or interpretation of this Agreement; (c) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (d) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (e) any capitalized term used in any Exhibit, the Company Disclosure Letter but not otherwise defined therein will have the meaning set forth in this Agreement; (f) any singular term in this Agreement will be deemed to include the plural, and any plural term the singular, and references to any gender will include all genders; (g) whenever the words “include”, “includes” or “including” are used in this Agreement, they 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; (h) “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (i) references to any Law will be deemed to refer to such Law as amended from time to time and to any rules or regulations promulgated thereunder; (j) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms of this 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; (l) references “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively; (m) references to “dollars” and “$” mean U.S. dollars; (n) the term “made available” and words of similar import refer mean that the relevant documents, instruments or 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 the date of this Agreement as a whole, including, without limitation, (the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; “Data Room”); (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (ho) the word “extent” in the phrase “to the extent” shall will mean the degree to which a subject or other thing extends, theory extends and such phrase shall will not mean simply “if”; if”; (ip) unless the term “Parent” will be deemed to include the entity surviving the merger, if any, between Sharecare, Inc., a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent Delaware corporation and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assignsFalcon; and (kq) all 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 Party by virtue of the authorship of any provision of this 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, then references herein to “$” or dollars shall Parent Common Stock will be deemed to refer to United States dollars, unless otherwise specifiedthe common stock of the surviving entity in the business combination transaction between Parent and Falcon.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. References to Articles, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; (b) . Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall also include the feminine and neutral genders, gender and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) . Whenever the words “include,” “includes” or “including” and are used in this Agreement, they shall be deemed to be followed by the words “such aswithout 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 Person include the successors and permitted assigns of similar import when that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to any Law shall be deemed to refer to such 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 this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be the language chosen by the Parties to the relevant 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 number shall refer to calendar days unless otherwise Business Days are specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase . The words “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) . Whenever the words “include”, “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 are to that statute, as amended from time to time, and to the relevant number of calendar days unless otherwise specified; rules and regulations promulgated thereunder. References to any agreement or contract (fincluding terms that are defined in this Agreement) the word “will” shall be construed are to have the same meaning that agreement or contract as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject amended, modified or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as supplemented from time to time amendedin accordance with the terms hereof and thereof; provided that, modified with respect to any agreement or supplementedcontract listed on any Schedules annexed hereto, including (all such amendments, modifications or supplements must also be listed in such Schedules. References to any Person include the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein permitted assigns of that Person. References to “$” or dollars shall refer the parties mean the parties to United States dollarsthis Agreement, unless otherwise specified. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any 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 any legal concept or thing shall, in respect of any jurisdiction other than that of the United States, be deemed to include what most nearly approximates in that jurisdiction to the United States legal term.

Other Definitional and Interpretative Provisions. The term 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” means . References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement together with all schedules unless otherwise specified. All Schedules annexed hereto or referred to herein are hereby incorporated in and annexes heretomade a part of this Agreement as if set forth in full herein. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The word “or” shall not be exclusive. References (a) to any statute, rule or regulation shall be deemed to refer to such statute, rule or regulation as the same may amended from time to time be amended, modified, supplemented and to any rules or restated in accordance with the terms hereof. The headings regulations promulgated thereunder; provided that for purposes of any representations and warranties contained in this Agreement that are inserted made as of a specific date or dates, references to any statute, 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 such date, (b) to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires, (c) from or through any date mean, unless otherwise specified, from and including or through and including, respectively, (d) to the “date hereof” means the date of this Agreement and (e) to a “party” or the “parties” mean the parties to this Agreement unless otherwise specified or the context otherwise requires. As used in this Agreement, 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 affect in any way the meaning or interpretation of this AgreementAgreement or any term or provision hereof. No party to this Agreement, nor its respective counsel, shall be deemed The parties agree that they have been represented by counsel during the drafter negotiation and execution of this Agreement for purposes and, therefore, waive the application of construing the provisions hereofany Law, and all provisions regulation, holding or rule of this Agreement shall construction providing that ambiguities in an agreement or other document will be construed according to their fair meaning and not strictly for against the party drafting such agreement or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, “hereto”, “hereof” and words of similar import refer to this Agreement as a whole, including, without limitation, the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifieddocument.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules (including the Company Disclosure Schedule) annexed hereto or clause contained 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; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include”, “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 the relevant number printing, typing and other means of calendar days unless otherwise specified; reproducing words (fincluding electronic media) the word “will” in a visible form. References to any statute shall be construed deemed to have the same meaning refer to such statute as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as amended from time to time and, if applicable, to any rules, regulations or interpretations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified modified, supplemented extended or supplementedrenewed from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedule hereto, including (all such amendments, modifications, supplements, extensions or renewals must also be listed in the case appropriate schedule. References to any Person include the successors and permitted assigns of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references that Person. References to a Person are also to its permitted successors and assigns; and (k) all references herein to “$party” or dollars shall refer the “parties” means a party or the parties to United States dollarsthis Agreement unless the context otherwise requires. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and each has been represented by counsel of its choosing and, in the event of an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by such parties and no presumption or burden of proof will arise favoring or disfavoring any party due to the authorship of any provision of this Agreement. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. The words “made available” shall be deemed to mean (i) publicly available on the SEC EXXXX database prior to the date of this Agreement; (ii) delivered by or on behalf of the Company to Parent or Parent’s Representatives via e-mail or in hard copy form prior to the execution of this Agreement, provided if delivered on the date of this Agreement, receipt is acknowledged on such date via e-mail or hard copy or (iii) made available or accessible to Parent and its representatives prior to the date of this Agreement in the virtual data room established by the Company and hosted by ShareFile.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ” and “hereto”, “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained provision of this Agreement. Terms defined in the singular in this Agreement; (b) masculine gender Agreement shall also include the feminine and neutral genders, plural and vice versa; (c) words importing . The captions and headings herein are included for convenience of reference only and shall be ignored in the singular shall also include the pluralconstruction or interpretation hereof. References to Articles, Sections and vice versa; (d) schedules are to Articles, Sections and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 “the date of this Agreement,” “the date hereof” and phrases of similar import, unless the context otherwise requires, shall be deemed to refer to the relevant number of calendar days unless otherwise specified; (f) date set forth in the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the Preamble. 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”; (i) unless a contrary intent . The word “will” shall be construed to have the same meaning as the word “shall”. The term “or” is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (not exclusive. The parties hereto have participated jointly in the case negotiation and drafting of Contracts this Agreement. If any ambiguity or instruments) question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by waiver the parties hereto, and no presumption or consent burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. For purposes of analyzing the Company’s representations and (warranties and related disclosures under this Agreement, Parent and Merger Sub will not be deemed to have knowledge of any state of facts, change, development, effect, occurrence or condition relating to the Company or its Subsidiaries unless it is disclosed in the case Company SEC Documents or the Company Disclosure Letter or is information otherwise generally available to the public as of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified.the date hereof. [Signatures on Following Page]

Other Definitional and Interpretative Provisions. The term 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” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. 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, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are inserted for convenience only 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 “$” and “dollars” are to the currency of the United States and (ii) to “days” shall not be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. 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 in any way the meaning or interpretation of this AgreementAgreement or such Exhibit, Annex or Schedule. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, “hereto”, “hereof” and words of similar import refer to this Agreement as a whole, including, without limitation, the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used Any reference in this Agreement shall mean “including, without limitation”; (e) all references to any period of days a date or time shall be deemed to be to such date or time in the relevant number City of calendar days New York, New York, U.S.A., unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any . Any Contract, instrument or Law law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law law as from time to time amended, modified or supplementedsupplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, including references to (in the case x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of Contracts or instruments) by waiver or consent such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or dollars shall refer to United States dollars, unless otherwise specifiedneuter forms.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. References to Articles, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; (b) . Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall also include the feminine and neutral genders, gender and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) . Whenever the words “include,” “includes” or “including” and are used in this Agreement, they shall be deemed to be followed by the words “such aswithout 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 Person include the successors and permitted assigns of similar import when that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to any Law shall be deemed to refer to such 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 U.S. Central Time. The language used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be the language chosen by the Parties to the relevant 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 number shall refer to calendar days unless Business Days are specified. Unless otherwise specified; (f) provided for herein, when calculating the word “will” 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 construed to have excluded, and if the same meaning as last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. The word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, . All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. Reference herein to any Contract, instrument document or Law defined other information being “made available” or referred “provided” to herein Buyer shall mean that such document or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (information was included in the case virtual data room of Contracts Seller hosted by Intralinks, or instruments) by waiver otherwise delivered to Buyer or consent and its Representatives (in the case including via email), prior to execution of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedthis Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphAnnexes, subparagraph Exhibits and Schedules are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, Exhibits and Schedules annexed hereto or clause contained referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any 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 shall have the meaning as defined in this Agreement; (b) masculine gender . The definition of terms herein shall also apply equally to the singular and the plural. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the neuter forms. The word “will” shall be construed to have the same meaning as the word “shall”; (g) . Whenever the word words “orinclude”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not be exclusive; (h) the 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 other thing extends, and such phrase 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 (iincluding electronic media) unless in a contrary intent is apparentvisible form. Unless otherwise specified, references to any Contract, instrument or Law defined or referred statute shall be deemed to herein or in any Contract, instrument or Law that is referred refer to herein means such Contract, instrument or Law statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the 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, including (in . References to any Person include the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” permitted assigns of that Person. References from or dollars shall refer to United States dollarsthrough any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law.

Other Definitional and Interpretative Provisions. The term “following rules of interpretation shall apply to this Agreement: (i) the words “hereof”, “hereby”, “herein” means and “hereunder” and words of like import used in this Agreement together with shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and annexes heretothe Parent Disclosure Schedule, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (v) any capitalized term used in any Exhibit or schedules annexed to this Agreement, including the same may Company Disclosure Schedule or the Parent Disclosure Schedule, but not otherwise defined therein shall have the meaning set forth in this Agreement; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and references to any gender shall 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”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) references to any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time be and to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified, modified or supplemented or restated from time to time in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only hereof and shall not affect in thereof; provided, that with respect to any way the meaning or interpretation of this Agreement. No party Contract listed on any schedule annexed to this Agreement, nor its respective counselincluding the Company Disclosure Schedule or the Parent Disclosure Schedule, such references shall be deemed only include any such amendments, modifications or supplements that are made available to Parent or the drafter Company, as applicable; (xi) references to any Person include the successors and permitted assigns of this Agreement for purposes of construing the provisions hereofthat Person; (xii) references to “from” or “through” any date mean, unless otherwise specified, “from and all provisions of this Agreement shall be construed according including” or “through and including”, respectively; (xiii) references to their fair meaning “dollars” and not strictly for or against any party hereto. Unless otherwise indicated “$” means U.S. dollars; (xiv) references to the contrary herein by the context or use thereof: “pounds” and “£” means United Kingdom pounds sterling; (axv) the words term “herein”, “hereto”, “hereofmade available” and words of similar import refer mean that the relevant documents, instruments or materials were (A) with respect to this Agreement Parent, posted and made available to Parent on the Company’s due diligence data site (or in any “clean room” or as a wholeotherwise provided on an “outside counsel only” basis), includingor, without limitationwith respect to the Company, posted or made available to the SchedulesCompany on Parent’s due diligence data site (or in any “clean room” or as otherwise provided on an “outside counsel only” basis), and not as applicable, in each case, at least one day prior to any particular section, subsection, paragraph, subparagraph or clause contained in the date of this Agreement; (bB) masculine gender shall also include provided via electronic mail or in person at least one day prior to the feminine and neutral genders, and vice versadate of this Agreement (including materials provided to outside counsel); or (C) publicly filed or furnished to the SEC or FCA prior to the date of this Agreement; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hxvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; (ixvii) unless a contrary intent is apparent“ordinary course of business” shall be understood to include any action reasonably taken or not taken in response to exigent circumstances (provided, any Contractthat, instrument with respect to such actions reasonably taken or Law defined or referred not taken following the date hereof in reliance on this clause (xvii), to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor extent permitted under Applicable Law and references practicable under the circumstances, the Company and Parent shall provide prior notice to all attachments thereto and instruments incorporated therein; (j) references consult in good faith with each other prior to a Person are also to its permitted successors and assignstaking such action); and (kxviii) all references herein to “$” the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or dollars question of intent or interpretation arises, this Agreement shall refer to United States dollars, unless otherwise specifiedbe 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 term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the whole (including Exhibits and Schedules, ) and not to any particular sectionprovision of this Agreement. References to Articles, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; . If a term is defined as one part of speech (b) such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall also include the feminine and neutral genders, gender and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) . Whenever the words “include,” “includes” or “including” and are used in this Agreement, they shall be deemed to be followed by the words “such aswithout 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 Person include the successors and permitted assigns of similar import when that Person, an in the case of any Governmental Authority, to any Persons succeeding to its functions and capacities. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to any Law shall be deemed to refer to such 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 this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be the language chosen by the Parties to the relevant 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 number shall refer to calendar days unless otherwise Business Days are specified; (f) the . The word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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 term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in the Wall Street Journal and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest xxxxx. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “made available” to Buyer or “provided to” Buyer (ior words of similar import) unless a contrary intent is apparentin respect of documents, any Contract, instrument information or Law defined other material made available or referred to herein provided (or in any Contract, instrument or Law that is referred to herein words of similar import) by Seller means such Contractdocument, instrument information or Law as from time other material made available to time amended, modified Buyer by Seller or supplemented, including (its Representatives in the case of Contracts Virtual Data Room, on or instrumentsprior to 11:59 p.m. (Pacific Time) by waiver or consent and two (in 2) days prior to the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references date hereof. Reference herein to “$default under,” “breach of,” or dollars other expression of similar import shall refer be deemed to United States dollarsbe followed by the phrase “with or without notice or lapse of time, unless otherwise specifiedor both.” Each Party acknowledges that it and its attorneys have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party or any similar rule operating against the drafter of an agreement shall not be applicable to the construction or interpretation of this Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ” and “hereto”, “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. The captions, subsectiontable of contents and headings included herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, paragraphSections, subparagraph Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified. All Exhibits, Annexes and Schedules annexed hereto or clause contained referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; . All references herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires. If a term used herein is defined as one part of speech (b) masculine gender such as a noun), it shall also have a corresponding meaning when used as another part of speech (such as a verb). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine and neutral gendersor neuter forms, and vice versa; (c) words importing the singular form of nouns and pronouns shall also include the plural, and vice versa; (d) . Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 the relevant number printing, typing and other means of calendar days unless otherwise specified; reproducing words (fincluding electronic media) the word in a visible form. “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extentExtent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall does not mean simply “if”; (i) unless a contrary intent is apparent, .” References to any Contract, instrument or applicable Law defined or referred shall be deemed to herein or in any Contract, instrument or Law that is referred refer to herein means such Contract, instrument or applicable Law as amended from time to time and to any rules, regulations or interpretations promulgated thereunder. References to any agreement or Contract are to that agreement or Contract as amended, modified or modified, supplemented, including (extended or renewed from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or Contract listed on the Company Disclosure Schedule, all such amendments, modifications, supplements, extensions and renewals must also be listed in the case of Contracts or instruments) by waiver or consent and (in appropriate Section thereof. References to any Person include the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified.permitted assigns of that

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphAnnexes, subparagraph Exhibits and Schedules are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, Exhibits and Schedules annexed hereto or clause contained referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any 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 shall have the meaning as defined in this Agreement; (b) masculine gender . The definition of terms herein shall also apply equally to the singular and the plural. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the neuter forms. The word “will” shall be construed to have the same meaning as the word “shall”; (g) . Whenever the word words “orinclude”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not be exclusive; (h) the 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 other thing extends, and such phrase 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 (iincluding electronic media) unless in a contrary intent is apparentvisible form. Unless otherwise specified, references to any Contract, instrument or Law defined or referred statute shall be deemed to herein or in any Contract, instrument or Law that is referred refer to herein means such Contract, instrument or Law statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the 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, including (in . References to any Person include the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” permitted assigns of that Person. References from or dollars shall refer to United States dollarsthrough any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law.

Other Definitional and Interpretative Provisions. The term words “this Agreement” means this Agreement together with all schedules and annexes heretohereof”, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, “heretohereunder”, “hereofhereto” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. References to Articles, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; (b) . Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall also include the feminine and neutral genders, gender and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) . Whenever the words “include”, “includes” or “including” and are used in this Agreement, they shall be deemed to be followed by the words “such aswithout 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 Person include the successors and permitted assigns of similar import when that Person. References from, since or through any date mean, unless otherwise specified, from and including, since and including or through and including, respectively. References to any statute shall be deemed to refer to such statute as amended from time to time, except as otherwise specified herein, and to any rules or regulations promulgated thereunder. References to any Contract shall be deemed to refer to such Contract as amended, amended and restated, modified or supplemented from time to time. All references to currency herein shall be to, and all payments required hereunder shall be paid in, U.S. Dollars unless a different currency is specifically stated. All references to any time herein shall refer to Eastern Time. The language used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be the language chosen by the Parties to the relevant 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 number shall refer to calendar days unless otherwise Business Days are specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the . 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 words “made available to Buyer” and words of similar import refer to documents (i) unless posted to the Dataroom at least twenty-four (24) hours prior to the date hereof or (ii) delivered in person or electronically to Buyer or its Representatives at least twenty-four (24) hours prior to the date hereof. Where this Agreement states that a contrary intent Party “shall,” “will” or “must” perform in some manner or otherwise act or omit to act, it means that the Party is apparent, any Contract, instrument or Law defined or referred legally obligated to herein or do so in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (accordance with this Agreement. The Parties have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent and (this Agreement and, in the case event an ambiguity or question of Law) intent or interpretation arises, this Agreement shall be construed as jointly drafted by succession the Parties and no presumption or burden of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” proof shall arise favoring or dollars shall refer to United States dollars, unless otherwise specifieddisfavoring any Party by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The term “following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” means “hereby,” “herein” and “hereunder” and words of like import used in this Agreement together with shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and annexes heretothe Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (v) any capitalized term used in any Exhibit, the same may Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement; (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, and references to any gender shall 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,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including by electronic media) in a visible form; (ix) references to any Applicable Law shall be deemed to refer to such Applicable Law as amended or supplemented from time to time be and to any rules, regulations and interpretations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified, modified or supplemented or restated from time to time in accordance with the terms hereof. The headings contained 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 this Agreement are inserted for convenience only the appropriate schedule; (xi) references to any Person include the successors and shall not affect in permitted assigns of that Person; (xii) references to “from” or “through” any way the meaning date mean, unless otherwise specified, “from and including” or interpretation of this Agreement. No party “through and including,” respectively; (xiii) references to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, “dollars” and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: “$” means U.S. dollars; (axiv) the words term “herein”, “hereto”, “hereofmade available” and words of similar import refer mean that the relevant documents, instruments or materials were (A) posted and made available prior to this Agreement as a wholethe date hereof by the Company on the Mxxxxxx Data Site / Eagle 20 due diligence data site maintained by the Company, including(B) provided via electronic mail or in person prior to the date hereof, without limitation, or (C) filed with or furnished to the Schedules, SEC and not publicly available on the SEC’s EXXXX reporting system prior to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreementthe date hereof; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hxv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; and (ixvi) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (the parties hereto have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent and (this Agreement and, in the case event an ambiguity or question of Law) intent or interpretation arises, this Agreement shall be construed as jointly drafted by succession the parties hereto and no presumption or burden of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” proof shall arise favoring or dollars shall refer to United States dollars, unless otherwise specifieddisfavoring any party by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ,” “hereto”, ” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, Exhibits and Schedules are to Articles, 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, paragraph, subparagraph . All Exhibits and Schedules annexed hereto or clause contained 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; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days they shall be deemed to be to followed by the relevant number words “without limitation,” whether or not they are in fact followed by those words or words of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the like import. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; . The word “or” shall not be exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” and “dollars” are to the currency of the United States, (ii) from or dollars through any date shall refer to United States dollarsmean, unless otherwise specified, from and including or through and including, respectively and (iii) to “days” shall be calendar days unless otherwise indicated.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ” and “hereto”, “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphExhibits and Schedules are to Articles, subparagraph Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or clause contained 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; (b) . Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall also include the feminine and neutral genders, gender and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) . Whenever the words “include”, “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 Person include the relevant 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. All references to currency herein shall be to, and all payments required hereunder shall be paid in, Canadian Dollars. All references to any time herein shall refer to Eastern Time in the United States. Neither this Agreement nor any uncertainty or ambiguity herein shall be 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 to calendar days unless otherwise Business Days are specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the . 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law . All accounting terms used herein and not expressly defined or referred herein shall have the meanings given to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedthem under GAAP.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, hereby,” “hereto”, herewith,” “hereof,” “herein” and “hereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. The table of contents, subsectioncaptions, paragraphheadings and the division of this Agreement into Articles, subparagraph Sections and other subdivisions herein are included for convenience of reference only and shall be ignored in the construction or clause contained interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, 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; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 the relevant number printing, typing and other means of calendar days unless otherwise specified; reproducing words (fincluding electronic media) the word “will” in a visible form. References to any statute shall be construed deemed to have the same meaning refer to such statute as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as amended from time to time and to any rules or regulations promulgated thereunder. References to any Contract are to that agreement or contract as amended, modified or supplementedsupplemented as of the date of this Agreement in accordance with the 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. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. The sign “$” and the term “dollars” means the lawful currency of the United States of America. The phrase “made available,” “delivered” or words of similar import used in this Agreement (other than Section ‎3.24 and Section ‎4.21) shall mean (i) in respect of Arena, any document that was made available for viewing by Simplify and its Representatives in the “The Arena Group” electronic data rooms hosted by DxxxXxxxx.xxx at least one Business Day prior to the date of this Agreement or publicly available in any Arena SEC Document (including exhibits and other information incorporated by reference therein) that was publicly available at least one Business Day prior to the date of this Agreement (but, in each case, excluding any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are cautionary, predictive or forward-looking in nature) and (ii) in the case of Contracts or instruments) any document of Simplify, any document that was made available for viewing by waiver or consent Arena and (its Representatives in the case “Bridge Media Networks, LLC” electronic data rooms hosted by DxxxXxxxx.xxx at least one Business Day prior to the date of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedthis Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ” and “hereto”, “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained provision of this Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement. Terms defined in the singular in this Agreement; (b) masculine gender Agreement shall also include the feminine and neutral genders, plural and vice versa; (c) words importing . The captions and headings herein are included for convenience of reference only and shall be ignored in the singular shall also include the pluralconstruction or interpretation hereof. References to Articles, Sections, Exhibits and vice versa; (d) Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 “the date of this Agreement,” “the date hereof” and phrases of similar import, unless the context otherwise requires, shall be deemed to refer to the relevant number of calendar days unless otherwise specified; (f) date set forth in the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the Preamble. 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”; (i) unless a contrary intent . The word “will” shall be construed to have the same meaning as the word “shall”. The term “or” is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (not exclusive. The parties hereto have participated jointly in the case negotiation and drafting of Contracts this Agreement. If any ambiguity or instruments) question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by waiver the parties hereto, and no presumption or consent and (in burden of proof shall arise favoring or disfavoring any party by virtue of the case authorship of Law) by succession any of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified.the provisions of this Agreement. For purposes of this Agreement:

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ” and “hereto”, “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular section, subsection, paragraph, subparagraph or clause contained provision of this Agreement. Terms defined in the singular in this Agreement; (b) masculine gender Agreement shall also include the feminine and neutral genders, plural and vice versa; (c) words importing . The captions and headings herein are included for convenience of reference only and shall be ignored in the singular shall also include the pluralconstruction or interpretation hereof. References to Articles, Sections, Exhibits and vice versa; (d) Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 “the date of this Agreement,” “the date hereof” and phrases of similar import, unless the context otherwise requires, shall be deemed to refer to the relevant number of calendar days unless otherwise specified; (f) date set forth in the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the Preamble. 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”; (i) unless a contrary intent . The word “will” shall be construed to have the same meaning as the word “shall”. The term “or” is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (not exclusive. The parties hereto have participated jointly in the case negotiation and drafting of Contracts this Agreement. If any ambiguity or instruments) question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by waiver the parties hereto, and no presumption or consent burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. For purposes of analyzing the Company’s representations and (warranties and related disclosures under this Agrement, Parent and Merger Sub will not be deemed to have knowledge of any state of facts, change, development, effect, occurrence or condition relating to the Company or its Subsidiaries unless it is disclosed in the case Company SEC Documents or the Company Disclosure Letter or is information otherwise generally available to the public as of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedthe date hereof.

Other Definitional and Interpretative Provisions. The term “following rules of interpretation shall apply to this Agreement: (i) the words “hereof”, “hereby”, “herein” means and “hereunder” and words of like import used in this Agreement together with shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and annexes heretothe Parent Disclosure Schedule, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (v) any capitalized term used in any Exhibit, the same may Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and references to any gender shall 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”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) references to any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time be and to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified, modified or supplemented or restated from time to time in accordance with the terms hereof. The headings contained 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 this Agreement are inserted for convenience only the appropriate schedule; (xi) references to any Person include the successors and shall not affect in permitted assigns of that Person; (xii) references “from” or “through” any way the meaning date mean, unless otherwise specified, “from and including” or interpretation of this Agreement. No party “through and including”, respectively; (xiii) references to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, “dollars” and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: “$” means U.S. dollars; (axiv) the words term “herein”, “hereto”, “hereofmade available” and words of similar import refer mean that the relevant documents, instruments or materials were (A) posted and made available to this Agreement 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 a wholeapplicable, includingmaintained by such party in connection with the transactions contemplated hereby, without limitationin each case, prior to the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreementdate hereof; (bB) masculine gender shall also include provided via electronic mail or in person prior to the feminine and neutral genders, and vice versadate hereof (including materials provided to or reviewed by outside counsel); or (C) filed or furnished to the SEC prior to the date hereof; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hxv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; and (ixvi) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (the parties hereto have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent and (this Agreement and, in the case event an ambiguity or question of Law) intent or interpretation arises, this Agreement shall be construed as jointly drafted by succession the parties hereto and no presumption or burden of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” proof shall arise favoring or dollars shall refer to United States dollars, unless otherwise specifieddisfavoring any party by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and following rules of interpretation shall not affect in any way the meaning or interpretation of this Agreement. No party apply to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) 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; (b) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (c) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (d) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (e) any capitalized term used in any Exhibit, the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement; (f) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and references to any gender shall 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,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (i) references to any Contract or Laws are to that Contract or Laws as amended, modified or supplemented from time to time in accordance with 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; (k) references “from” or “through” any date mean, unless otherwise specified, “hereto”, from and including” or “hereofthrough and including,” respectively; (l) references to “dollars” and “$” means U.S. dollars; (m) the term “made available” and words of similar import refer mean that the relevant documents, instruments or materials were (i) posted and made available to this Agreement 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 a wholeapplicable, includingmaintained by such party in connection with the Transactions, without limitationin each case, prior to the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreementdate hereof; (bii) masculine gender shall also include provided via electronic mail or in person prior to the feminine date hereof; or (iii) filed or furnished to the SEC and neutral genders, and vice versapublicly available on the SEC’s EXXXX reporting system prior to the date hereof; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hn) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; and (io) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (the parties hereto have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent and (this Agreement and, in the case event an ambiguity or question of Law) intent or interpretation arises, this Agreement shall be construed as jointly drafted by succession the parties hereto and no presumption or burden of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” proof shall arise favoring or dollars shall refer to United States dollars, unless otherwise specifieddisfavoring any party by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The term 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” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. 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, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” and “including” are inserted for convenience only 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 “$” and “dollars” are to the currency of the United States and (ii) to “days” shall not be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. 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 in any way the meaning or interpretation of this AgreementAgreement or such Exhibit, Annex or Schedule. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, “hereto”, “hereof” and words of similar import refer to this Agreement as a whole, including, without limitation, the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used Any reference in this Agreement shall mean “including, without limitation”; (e) all references to any period of days a date or time shall be deemed to be to such date or time in the relevant number City of calendar days New York, New York, U.S.A., unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any . Any Contract, instrument or Law law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law law as from time to time amended, modified or supplementedsupplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, including references to (in the case x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of Contracts or instruments) by waiver or consent such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or dollars shall refer to United States dollars, unless otherwise specifiedneuter forms.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and following rules of interpretation shall not affect in any way the meaning or interpretation of this Agreement. No party apply to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) 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; (b) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (c) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (d) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (e) any capitalized term used in any Exhibit, the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement; (f) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and references to any gender shall 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,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (i) references to any Contract or Laws are to that Contract or Laws as amended, modified or supplemented from time to time in accordance with 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; (k) references “from” or “through” any date mean, unless otherwise specified, “hereto”, from and including” or “hereofthrough and including,” respectively; (l) references to “dollars” and “$” means U.S. dollars; (m) the term “made available” and words of similar import refer mean that the relevant documents, instruments or materials were (i) posted and made available to this Agreement the other party on the Intralinks, Inc. due diligence data site, with respect to the Company, or on the Xxxxxxx DatsiteOne due diligence data site, with respect to Parent, as a wholeapplicable, includingmaintained by such party in connection with the Transactions, without limitationin each case, prior to the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreementdate hereof; (bii) masculine gender shall also include provided via electronic mail or in person prior to the feminine date hereof; or (iii) filed or furnished to the SEC and neutral genders, and vice versapublicly available on the SEC’s XXXXX reporting system prior to the date hereof; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hn) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; and (io) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (the parties hereto have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent and (this Agreement and, in the case event an ambiguity or question of Law) intent or interpretation arises, this Agreement shall be construed as jointly drafted by succession the parties hereto and no presumption or burden of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” proof shall arise favoring or dollars shall refer to United States dollars, unless otherwise specifieddisfavoring any party by virtue of the authorship of any provision of this Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “herein”, hereby,” “hereto”, herewith,” “hereof,” “herein” and “hereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. The table of contents, subsectioncaptions, paragraphheadings and the division of this Agreement into Articles, subparagraph Sections and other subdivisions herein are included for convenience of reference only and shall be ignored in the construction or clause contained interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, 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; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include,” “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 the relevant number printing, typing and other means of calendar days unless otherwise specified; reproducing words (fincluding electronic media) the word “will” in a visible form. References to any statute shall be construed deemed to have the same meaning refer to such statute as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as amended from time to time and to any rules or regulations promulgated thereunder. References to any Contract are to that agreement or contract as amended, modified or supplementedsupplemented from time to time in accordance with the 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. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. The sign “$” and the term “dollars” means the lawful currency of the United States of America. The phrase “made available,” “delivered” or words of similar import used in this Agreement (other than Section ‎3.27 and Section ‎4.24) shall mean (i) in respect of Aspen, any document that was made available for viewing by Exxxxxx and its Representatives in the “Project Alias” electronic data rooms hosted by Intralinks at least one day prior to the date of this Agreement or publicly available in any Aspen SEC Document (including exhibits and other information incorporated by reference therein) that was publicly available at least one Business Day prior to the date of this Agreement (but, in each case, excluding any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking in nature) and (ii) in the case of Contracts or instruments) any document of Exxxxxx, any document that was made available for viewing by waiver or consent Aspen and (its Representatives in the case “Project Alias – Echo Data Room” electronic data rooms hosted by DealRoom at least one day prior to the date of Lawthis Agreement or publicly available in any Exxxxxx SEC Document (including exhibits and other information incorporated by reference therein) by succession that was publicly available at least one Business Day prior to the date of comparable successor Law this Agreement (but, in each case, excluding any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and references any other disclosures included therein to all attachments thereto and instruments incorporated therein; (j) references to a Person the extent they are also to its permitted successors and assigns; and (k) all references herein to “$” predictive or dollars shall refer to United States dollars, unless otherwise specifiedforward-looking in nature).

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionSections, paragraphExhibits, subparagraph Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified. All Exhibits, Annexes and Schedules annexed hereto or clause contained referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (b) . Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall also include the feminine and neutral genders, gender and vice versa; . If a term is defined as one part of speech (c) words importing the singular such as a noun), it shall also include the plural, and vice versa; have a corresponding meaning when used as another part of speech (d) such as a verb). Whenever the words “include”, “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 Person include the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) 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”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” permitted assigns of that Person. References from or dollars shall refer to United States dollarsthrough any date mean, unless otherwise specified, from and including or through and including, respectively. References to any statute shall be deemed to refer to such statute as amended from time to time, except as otherwise specified herein, and to any rules or regulations promulgated thereunder. All references to currency herein shall be to, and all payments required hereunder shall be paid in, U.S. Dollars unless a different currency is specifically stated. The term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. Unless otherwise specified, all references to any time herein shall refer to Eastern Time. For the avoidance of doubt, the term “made available” shall mean, with respect to any information, documentation or other materials, that such information, documentation or other materials were contained in the Data Room or delivered (by mail, email, overnight or other courier, physically or other similar mean) to Buyer or its Representatives.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereof,” “herein”, ” and “hereto”, “hereofhereunder” and words of similar like import used in this Agreement will refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. An asset or liability is used “primarily” in, subsectionor arises “primarily” out of, paragraphthe operation of the Business if it mainly is used in or arises out of the operation of the Business and not a Seller’s mortgage loan origination business. Terms defined in the singular in this Agreement will also include the plural and vice versa. The captions and headings herein are included for convenience of reference only and will be ignored in the construction or interpretation hereof. References to Articles, subparagraph Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or clause contained “including” are used in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall they 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. The phrases “the date of this Agreement,” “the date hereof” and phrases of similar import, unless the context otherwise requires, will be deemed to refer to the relevant number date set forth in the Preamble to this Agreement. The Parties have participated jointly in the negotiation and drafting of calendar days unless otherwise specified; (f) the word “will” shall this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed to have as if drafted jointly by the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extendsParties, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, no presumption or burden of proof will arise favoring or disfavoring any Contract, instrument or Law defined or referred to herein or in Party by virtue of the authorship of any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in of the case provisions of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedthis Agreement.

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision of this Agreement. The preamble and recitals to this Agreement are incorporated into and made a part of this Agreement. The table of contents, subsectionand the article and section and other titles, paragraphheadings and captions herein, subparagraph are included for convenience of reference only and shall be ignored in the construction or clause contained interpretation hereof. References to Articles, Sections, Annexes, Exhibits and Schedules are to Articles, 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 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 shall have the meaning as defined in this Agreement; (b) masculine gender . The definition of terms herein shall also apply equally to the singular and the plural. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the neuter forms. The word “will” shall be construed to have the same meaning as the word “shall”; (g) . Whenever the word words “orinclude”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not be exclusive; (h) the 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 other thing extends, and such phrase shall not mean simply “if”; . The word “or” shall not be exclusive (ii.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) unless in a contrary intent is apparentvisible form. Unless otherwise specified, references to any Contract, instrument or Law defined or referred law shall be deemed to herein or in any Contract, instrument or Law that is referred refer to herein means such Contract, instrument or Law law as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented, including (supplemented from time to time in accordance with the case of Contracts or instruments) by waiver or consent terms hereof and (in thereof. References to any Person include the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein 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 “$date hereof” or dollars “date of this Agreement” shall be deemed to refer to United States dollarsthe date set forth in the preamble of this Agreement. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. The measure of a period of one month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such period being measured will be the next actual date of the following month or year (for example, one month following February 18 is March 18 and one month following March 31 is May 1). Except as otherwise specifically indicated, for purposes of measuring the beginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), the time at which a thing, occurrence or event shall begin or end shall be deemed to occur in the time zone in which New York City, New York is located. References to a “day” or “days” shall be deemed to mean a calendar day or calendar days, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. Any references in this Agreement to “dollars” or “$” 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 shall be deemed to mean “the ordinary course of business consistent with the past practices” of such Person.

Other Definitional and Interpretative Provisions. The term “following rules of interpretation shall apply to this Agreement: (i) the words “hereof”, “hereby”, “herein” means and “hereunder” and words of like import used in this Agreement together with shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and annexes heretothe Parent Disclosure Schedule, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (v) any capitalized term used in any Exhibit, the same may Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and references to any gender shall 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”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) references to any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time be and to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified, modified or supplemented or restated from time to time in accordance with the terms hereof. The headings contained 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 this Agreement are inserted for convenience only the appropriate schedule; (xi) references to any Person include the successors and shall not affect in permitted assigns of that Person; (xii) references “from” or “through” any way the meaning date mean, unless otherwise specified, “from and including” or interpretation of this Agreement. No party “through and including”, respectively; (xiii) references to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, “dollars” and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: “$” means U.S. dollars; (axiv) the words term “herein”, “hereto”, “hereofmade available” and words of similar import refer mean that the relevant documents, instruments or materials were (A) posted and made available to this Agreement 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 a wholeapplicable, includingmaintained by such party in connection with the transactions contemplated hereby, without limitationin each case, prior to the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreementdate hereof; (bB) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used provided via electronic mail or in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be person prior to the relevant number of calendar days unless otherwise specifieddate hereof (including materials provided to or reviewed by outside counsel); or (fC) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “filed or furnished to the extent” shall mean SEC prior to the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified.date hereof;

Other Definitional and Interpretative Provisions. The term “this Agreement” means this Agreement together with all schedules A reference to a statutory provision (including, in Brazil, a provision of a Lei Ordinária, Lei Complementar, Decreto, Decreto-Lei, Medida Provisória and annexes heretoany other law under Brazilian law), as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereofincludes a reference to: (a) the statutory provision as modified or re-enacted or both from time to time (whether before or after the date of this Agreement); and (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 force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization. The words “hereinhereof”, “hereto”, herein” and “hereofhereunder” and words of similar like import used in this Agreement shall refer to this Agreement as a whole, including, without limitation, the Schedules, whole and not to any particular sectionprovision 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, subsectionArticles, paragraphSections, subparagraph Exhibits and Schedules are to Annexes, Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, Exhibits and Schedules annexed hereto or clause contained 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 set forth in this Agreement; (b) masculine gender . Any singular term in this Agreement shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also be deemed to include the plural, and vice versa; (d) any plural term the singular. Whenever the words “include”, “includes” or “including” and “such as” and words of similar import when are used in this Agreement shall mean “includingAgreement, without limitation”; (e) all references to any period of days 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 the relevant number printing, typing and other means of calendar days unless otherwise specified; reproducing words (fincluding electronic media) the word “will” shall be construed in a visible form. References to have the same meaning any agreement or contract are to that agreement or contract as the word “shall”; (g) the word “or” shall not be exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject amended, modified or other thing extends, and such phrase shall not mean simply “if”; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as supplemented from time to time amendedin accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, modified all such amendments, modifications or supplemented, including (supplements must also be listed in the case of Contracts or instruments) by waiver or consent and (appropriate schedule. References to “Persons acting in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references concert” means, in relation to a Person are also Person, Persons which actively co-operate, pursuant to its permitted successors and assigns; and an agreement or understanding (kwhether formal or informal) all references herein with a view to obtaining or consolidating Control of that Person. References to “$he” or dollars “him” shall refer be deemed to United States dollarsrefer, in addition, to “she” and “her”, respectively. References from or 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 “entity” include a reference to any business entity (of whatever form) in any jurisdiction (including Brazilian sociedades empresárias and sociedades simples). Italicized terms in parenthesis denote the Portuguese language words for names, concepts and other terms applicable in Brazil.

Other Definitional and Interpretative Provisions. The term “following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” means “hereby,” “herein” and “hereunder” and words of like import used in this Agreement together with shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the table of contents and captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and annexes heretothe Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (v) any capitalized term used in any Exhibit, the same may Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement; (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, and references to any gender shall 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,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including by electronic media) in a visible form; (ix) references to any Applicable Law shall be deemed to refer to such Applicable Law as amended or supplemented from time to time be and to any rules, regulations and interpretations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified, modified or supplemented or restated from time to time in accordance with the terms hereof. The headings contained 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 this Agreement are inserted for convenience only the appropriate schedule; (xi) references to any Person include the successors and shall not affect in permitted assigns of that Person; (xii) references to “from” or “through” any way the meaning date mean, unless otherwise specified, “from and including” or interpretation of this Agreement. No party “through and including,” respectively; (xiii) references to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, “dollars” and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: “$” means U.S. dollars; (axiv) the words term “herein”, “hereto”, “hereofmade available” and words of similar import refer mean that the relevant documents, instruments or materials were (A) posted and made available prior to this Agreement as a wholethe date hereof by the Company on the Xxxxxxx Data Site / Eagle 20 due diligence data site maintained by the Company, including(B) provided via electronic mail or in person prior to the date hereof, without limitation, or (C) filed with or furnished to the Schedules, SEC and not publicly available on the SEC’s XXXXX reporting system prior to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreementthe date hereof; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” shall not be exclusive; (hxv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, theory extends and such phrase shall not mean simply “if”; and (ixvi) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (the parties hereto have participated jointly in the case negotiation and drafting of Contracts or instruments) by waiver or consent and (this Agreement and, in the case event an ambiguity or question of Law) intent or interpretation arises, this Agreement shall be construed as jointly drafted by succession the parties hereto and no presumption or burden of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” proof shall arise favoring or dollars shall refer to United States dollars, unless otherwise specifieddisfavoring any party by virtue of the authorship of any provision of this Agreement.