Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement

13 of the Merger Agreement provides that disclosure of an item on a particular schedule shall not be deemed adequate disclosure for purposes of any other schedule unless expressly cross-referenced

To the extent that the Disclosure Schedules apply a different or higher materiality threshold than the Merger Agreement itself, the Disclosure Schedules are inadequate and must be revised accordingly

A complete list of all jurisdictions (federal, state, local, and foreign) in which the Company and each of its subsidiaries files, or is required to file, income tax, franchise tax, value-added tax, or other material tax returns

This letter does not constitute, and shall not be construed as, a waiver, release, or limitation of any of Buyer's rights, remedies, or claims under the Merger Agreement, at law, or in equity