Extract to table

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," "Exhibit," and "Annex" refer to the specified Article, Section, Schedule, Exhibit, or Annex 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 "days" shall mean calendar days unless the term "Business Days" is used; (h) references to any Person include the successors and permitted assigns of that Person; (i) references to any agreement or Contract are to that agreement or Contract as amended, restated, supplemented, or modified from time to time in accordance with the terms thereof; (j) references to any Law mean such Law as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, including rules, regulations, enforcement procedures, and any interpretations promulgated thereunder; (k) all monetary amounts set forth herein are denominated in lawful currency of the United States of America; (l) references to "$" or "Dollars" mean the lawful currency of the United States of America; (m) the headings and captions in this Agreement are for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement; (n) the Disclosure Schedules and the Exhibits attached hereto are incorporated herein and shall be considered a part of this Agreement for all purposes; and (o) 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 the 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

At and following the Closing, Buyer shall be the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding capital stock of the Company and shall be entitled to exercise all rights of ownership with respect thereto

The Purchase Price shall be allocated among the Sellers in accordance with the allocation schedule set forth on Schedule 2

Each Seller's pro rata share of the Purchase Price shall be reduced by such Seller's pro rata share of (a) the Indemnification Escrow Amount and (b) the Stockholder Representative Expense Fund Amount

2 has been prepared by the Company and reviewed and approved by the Stockholder Representative, and the Sellers and Buyer agree to report the Transactions in a manner consistent with such allocation for all Tax purposes and shall not take any position inconsistent therewith on any Tax Return or in any audit or Tax proceeding, unless required to do so by applicable Law

(a) At the Closing, Buyer shall pay or cause to be paid the following amounts by wire transfer of immediately available funds: (i) Indemnification Escrow Amount