Extract to table

Capitalized terms used but not otherwise defined in this Joinder shall have the respective meanings set forth in the Merger Agreement or the Representative Agreement, as applicable

For purposes of this Joinder, the following terms shall have the meanings set forth below or as cross-referenced to the applicable agreement: (a) "Aggregate Merger Consideration" shall have the meaning set forth in the Merger Agreement

(e) "Indemnification Cap" means an amount equal to 12% of the Aggregate Merger Consideration, or $228,000,000, which represents the maximum aggregate liability of the former stockholders of the Company for indemnification obligations under Article [●] of the Merger Agreement (other than with respect to claims arising from fraud, willful breach, or Fundamental Representations, which shall not be subject to the Indemnification Cap)

(f) "Merger Consideration" shall have the meaning set forth in the Merger Agreement and, for the avoidance of doubt, means $20

(i) "Survival Period" means the period commencing on the Closing Date and ending on the date that is 18 months following the Closing Date, during which the representations, warranties, covenants, and agreements set forth in the Merger Agreement shall survive for purposes of indemnification claims thereunder, subject to the exceptions and extensions set forth in Article [●] of the Merger Agreement

" The Joining Stockholder shall be deemed to be a "Stockholder" for all purposes under the Representative Agreement, the Merger Agreement, and the Escrow Agreement