Contract analysis

Section 1.1 — Defined Terms. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the respective meanings ascribed to such terms in the Merger Agreement. Unless the context otherwise requires, all references herein to "Sections," "Articles," or other subdivisions shall refer to the corresponding Sections, Articles, or subdivisions of this Amendment No. 1.

Section 1.2 — References to the Merger Agreement. On and after the date hereof, all references to the "Merger Agreement" in this Amendment No. 1 or in any other document, instrument, agreement, certificate, or notice delivered or to be delivered pursuant to or in connection with the Merger Agreement shall mean and refer to the Merger Agreement as amended by this Amendment No. 1, unless the context clearly requires ot

ARTICLE II — AMENDMENT TO THE MERGER AGREEMENT

Section 2.1 — Amendment of Outside Date. The definition of "Outside Date" as set forth in Section 8.1(b)(i) of the Merger Agreement is hereby amended and restated in its entirety such that all references therein to the date "October 25, 2022" are deleted and replaced with the date "January 25, 2023." Accordingly, on and after the date hereof, the "Outside Date" for all purposes of the Merger Agreement shall be Januar

Section 2.2 — No Other Amendments; Ratification and Confirmation. Except as expressly set forth in Section 2.1 of this Amendment No. 1, all terms, conditions, covenants, representations, warranties, agreements, and other provisions of the Merger Agreement shall remain in full force and effect without modification or amendment, and are hereby ratified and confirmed in all respects. Without limiting the generality of t

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.1 — Representations of Each Party. Each Party hereby represents and warrants to each other Party that, as of the date of this Amendment No. 1: (a) Authority. Such Party has all requisite corporate, limited partnership, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Amendment No. 1. In the case of the Company, the board of di

Section 3.2 — No Termination Events. Each Party hereby represents and warrants to each other Party that, as of the date of this Amendment No. 1: (a) Such Party has not delivered, and has no present intention to deliver, a notice of termination of the Merger Agreement pursuant to Article VIII thereof or otherwise. (b) To the knowledge of such Party, no event has occurred and no condition exists that, with or without t

Section 4.1 — Effect of Amendment. This Amendment No. 1 shall be deemed to be a part of, and shall be incorporated into, the Merger Agreement for all purposes. On and after the date hereof, each reference in the Merger Agreement to "this Agreement," "herein," "hereof," "hereunder," "hereby," or words of similar import shall mean and be a reference to the Merger Agreement as amended by this Amendment No. 1. Each refer

Section 4.2 — Governing Law. This Amendment No. 1 and all claims, controversies, disputes, and causes of action (whether in contract, tort, or otherwise) arising out of, based upon, or relating to this Amendment No. 1 or the negotiation, execution, or performance of this Amendment No. 1 shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to any cho

Section 4.3 — Jurisdiction; Venue. Consistent with Section 9.6 of the Merger Agreement, each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any appellate court therefrom (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any s

Section 4.4 — Counterparts. This Amendment No. 1 may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment No. 1 by facsimile or other electronic transmission (including by means of a portable document format (.pdf)

Section 4.5 — Entire Agreement. The Merger Agreement, as amended by this Amendment No. 1, together with all exhibits and schedules thereto and the ancillary agreements entered into in connection therewith (including, without limitation, the Limited Guarantee, the Escrow Agreement, the Voting and Support Agreement, and the Confidentiality Agreement dated as of January 12, 2022, between Parent and the Company), constit

Section 4.6 — Headings. The article and section headings contained in this Amendment No. 1 are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Amendment No. 1.

Section 4.7 — Severability. If any term, provision, covenant, or restriction of this Amendment No. 1 is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Amendment No. 1 shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the