Extract to table

Notwithstanding the foregoing, (a) the Company shall not be deemed an Affiliate of the Sponsor or Apex Holdings prior to the Closing, and (b) no portfolio company of any fund managed or advised by the Sponsor or any Affiliate of the Sponsor shall be deemed an Affiliate of the Sponsor, Apex Holdings, or the Company solely by reason of such management or advisory relationship

2 — Rules of Construction Unless the context otherwise requires: (a) words in the singular shall include the plural, and vice versa; (b) words importing any gender shall include all other genders; (c) references to "include," "includes," or "including" shall be deemed to be followed by the phrase "without limitation"; (d) the headings and captions in this Agreement are for convenience of reference only and shall not be used in interpreting or construing this Agreement; (e) references to "Articles," "Sections," "Exhibits," and "Schedules" are to the Articles, Sections, Exhibits, and Schedules of this Agreement unless otherwise specified; (f) references to "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision; (g) references to any statute or regulation shall be deemed to include all amendments thereto and any successor statute or regulation; (h) references to "dollars" or "$" shall mean United States dollars; (i) references to any agreement or document shall mean such agreement or document as amended, supplemented, or modified from time to time in accordance with its terms; and (j) the words "shall" and "will" have equal force and effect

Apex Holdings shall deliver written wire transfer instructions to the Co-Investor at least three (3) Business Days prior to the anticipated Closing Date

The Co-Investor shall promptly confirm receipt of such wire transfer instructions and shall notify Apex Holdings upon initiation of the wire transfer

The number of Co-Invest Equity Securities to be issued to the Co-Investor shall be determined by dividing the Co-Invest Commitment by the per-share price at which equity interests of Apex Holdings are issued to all equity holders at the Closing, which per-share price shall be uniform for all equity holders (other than with respect to any equity interests underlying warrants issued in connection with the Mezzanine Notes)

For the avoidance of doubt, in the event of a proportionate reduction pursuant to clause (b) above, the amount of such reduction shall be calculated by multiplying the total reduction in aggregate equity required by the Co-Investor's Pro Rata Share