Extract to table

1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Acquisition Vehicle" means Ridgeline Publishing Acquisition Corp

"Material Contract" means any Contract that is required to be listed on Schedule 3

Net Working Capital shall include only the categories and line items set forth on Schedule 1

"Neutral Accountant" means Kensington Forensic Advisors LLP, or such other nationally recognized independent accounting firm as may be mutually agreed by Seller and Buyer; provided that neither Pemberton Graves LLP (the auditor of the Financial Statements) nor Whitecliff & Harding LLP (Buyer's accounting advisor) shall serve in such capacity

2 — Interpretation Unless the context of this Agreement otherwise requires, (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," and "Exhibit" refer to the specified Article, Section, Schedule, or Exhibit of or to this Agreement, unless otherwise specified; (e) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise specified; (f) the word "or" shall not be exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments, restatements, supplements, and other modifications thereto; (h) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; (i) the headings and captions used in this Agreement, in any table of contents of this Agreement, and in any Exhibit or Schedule are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; (j) in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the words "to" and "until" each mean "to but excluding," and the word "through" means "to and including"; (k) if any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter; (l) all references to the laws of the State of Delaware shall be deemed to refer to the Delaware Limited Liability Company Act, the Delaware General Corporation Law, and other applicable Delaware laws, as the context requires; (m) all monetary amounts set forth herein are expressed in United States Dollars unless otherwise stated; and (n) 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 shall be construed as if drafted jointly by all 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

In consideration for the sale, assignment, transfer, conveyance, and delivery of the Membership Interests, Buyer shall pay to Seller (and to the Escrow Agent on behalf of Seller) the Estimated Equity Purchase Price, as adjusted following the Closing pursuant to Section 2