Extract to table

Priya Chandrasekaran shall each execute and deliver a Non-Competition and Non-Solicitation Agreement substantially in the form attached hereto as Exhibit C

The term "Affiliate" shall be construed in a manner consistent with the meaning ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended

2 — Interpretation; Construction 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) means "including without limitation," (f) the word "or" shall be disjunctive but not exclusive, (g) references to agreements and other documents shall be deemed to include all subsequent amendments 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 word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if," (j) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (k) references to "dollars" or "$" shall mean United States dollars, (l) references to a number of "days" shall refer to calendar days unless Business Days are specified, and (m) the Parties have each participated in the negotiation and drafting of this Agreement, and if an ambiguity or question of interpretation should arise, 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 provision of this Agreement

The aggregate consideration for all of the Shares shall be the Purchase Price of Nine Hundred Million Dollars ($900,000,000) in cash (the "Purchase Price"), payable at the Closing as set forth in Section 2

3 — Payment of Purchase Price At the Closing, Buyer shall pay the Purchase Price as follows: (a) Indemnification Escrow

The Indemnification Escrow Amount shall serve as security for the indemnification obligations of the Sellers under Article IX of this Agreement and shall be held and released in accordance with the Escrow Agreement