Contract analysis

1. Correspondence to Agreement Sections. Each schedule contained herein corresponds to the section of the Agreement bearing the same number. For example, Schedule 3.3 corresponds to Section 3.3 of the Agreement. Where a schedule is designated with a part letter (e.g., Schedule 3.3, Part A), such designation is for organizational convenience and relates to the same section of the Agreement unless otherwise indicated.

2. Defined Terms. Capitalized terms used but not defined in the Disclosure Schedules shall have the respective meanings ascribed to them in the Agreement. In the event of any conflict between a defined term used in the Disclosure Schedules and the corresponding definition in the Agreement, the definition set forth in the Agreement shall control.

3. Cross-Disclosure. Information disclosed in any particular schedule shall be deemed disclosed with respect to all other schedules to which such information is relevant, to the extent the relevance of such disclosure to such other schedules is reasonably apparent on the face of such disclosure, without regard to whether a specific cross-reference to another schedule is made. The parties acknowledge that the practica

4. No Admission of Materiality. The inclusion of any item, matter, event, or circumstance in a schedule does not constitute an admission by the Company, any Seller, or Buyer that such item, matter, event, or circumstance is material, constitutes or gives rise to a Material Adverse Effect (as defined in the Agreement), or is required to be disclosed under the Agreement. Thresholds of materiality, knowledge qualificati

5. Qualification by Agreement. The Disclosure Schedules are qualified in their entirety by reference to the specific provisions of the Agreement, including the definitions, limitations, and exceptions set forth therein. Nothing in the Disclosure Schedules is intended to broaden the scope of any representation, warranty, covenant, or agreement contained in the Agreement.

6. Headings. The section and subsection headings contained in the Disclosure Schedules are included for convenience of reference only and shall not affect in any way the meaning or interpretation of the Disclosure Schedules or the Agreement.

7. Supplemental Disclosure Obligation. In accordance with the update and supplement provisions of the Agreement, the Company and the Sellers' Representative shall have the right, and where required by the Agreement shall have the obligation, to supplement or amend the Disclosure Schedules from time to time between the date of the Agreement and the Closing Date to reflect changes in facts or circumstances arising or d

8. Accuracy and Completeness. The Company and each Selling Stockholder are responsible for the accuracy and completeness of all information set forth in the Disclosure Schedules and shall certify the same pursuant to the Schedule Completion Certification attached hereto as Exhibit A. Format and Conventions The following formatting conventions apply throughout the Disclosure Schedules: • Dollar Amounts. All dollar amo

1. The Disclosure Schedules to the Agreement, as delivered and as supplemented or amended through the date hereof (collectively, the "Disclosure Schedules"), have been prepared by or at the direction of the Company and the Sellers' Representative, in consultation with the Company's counsel.

2. The information set forth in the Disclosure Schedules is true, correct, and complete in all material respects as of the date hereof and, except as supplemented or amended in accordance with the Agreement, will be true, correct, and complete in all material respects as of the Closing Date.

3. No information has been intentionally omitted from the Disclosure Schedules that, if included, would render the disclosures made therein, taken as a whole, misleading.

4. To the Knowledge of the Company and the Sellers' Representative (as defined in the Agreement), ther