Common use of Definitional and Interpretative Provisions Clause in Contracts

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (c) The headings and sub-headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation.” (f) The use of “or” is not intended to be exclusive unless expressly indicated otherwise. (g) References to a Person are also to its permitted successors and assigns. (h) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation. (i) The Parties have each participated in the negotiation and drafting of this Agreement and if any 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 burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereof.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References The word “will” shall be construed to have the same meaning and effect as the word “shall.” (h) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (hi) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (ij) The Parties have each participated Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the negotiation and drafting construction or interpretation of this Agreement. No prior draft of this Agreement and if nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parole evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or question uncertainty in issue is plainly discernable from a reading of interpretation should arise, this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as if drafted jointly by limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the Parties and no presumption remedies provisions of this Agreement or burden the equitable power of proof shall arise favoring a court considering this Agreement or burdening either Party by virtue of the authorship of any of the provisions Transaction. (k) Any statement in this Agreement to the effect that any information, document or other material has been “made available” to Purchaser or any interim drafts thereofof its Representatives means that such information, document or other material was posted to the electronic data room hosted by or on behalf of the Acquired Companies on Tresorit and/or Dropbox in connection with the Transaction (and made available on a continuous basis for review therein by Purchaser and its Representatives) no later than 12:01 a.m., Eastern Time, on the date that is three Business Days prior to the date of this Agreement.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of word “orparty” is not intended shall, unless the context otherwise requires, be construed to be exclusive unless expressly indicated otherwisemean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (g) References to a Person are also to its permitted successors and assigns. (h) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (ih) The Parties have each participated Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the negotiation and drafting construction or interpretation of this Agreement. No prior draft of this Agreement and if nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parole evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or question uncertainty in issue is plainly discernable from a reading of interpretation should arise, this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as if drafted jointly by limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the Parties and no presumption or burden remedies provisions of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereofthe equitable power of a court considering this Agreement or the transactions contemplated hereby. (i) For purposes of this Agreement, an “intentional breach” or a breach of this agreement which is “intended” or “intentional” or a breach which is modified by words of similar import as used herein shall mean that a party knowingly undertook an action when such party knew or should reasonably be expected to know that such action was, or could reasonably be expected to be determined to be, a breach of this Agreement.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” ”, “herein,” ”, “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (c) The headings and sub-headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” ”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”.” (f) The use of “or” is not intended to be exclusive unless expressly indicated otherwise. (g) References to a Person are also to its permitted successors and assigns. (h) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation. (i) The Parties have each participated in the negotiation and drafting of this Agreement and if any 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 burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereof.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (h) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (hi) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (j) Except as set forth on Section 1.02 of the Company Disclosure Schedule, a document shall be deemed to have been “delivered,” “provided,” “furnished,” or “made available” to Parent only to the extent that such document has been (i) The Parties have each participated made available in the negotiation data rooms established by the Company for the purposes of the transactions contemplated by this Agreement (on Xxxxxxx Datasite under the project name “K Pacific” or Xxx.xxx under the folder name “Project Pacific — Corporate Matters Documents for LW”) or (ii) delivered to Parent or its counsel via electronic mail; in the case of each of clause (i) and drafting (ii), at least three (3) Business Days prior to the date hereof. (k) No prior draft of this Agreement and if nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parole evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or question uncertainty in issue is plainly discernible from a reading of interpretation should arise, this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as if drafted jointly by limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the Parties and no presumption or burden remedies provisions of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereofthe equitable power of a court considering this Agreement or the transactions contemplated hereby.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party's successors and permitted assigns. (h) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (i) The Parties have each participated Any exception or qualification set forth in the negotiation Disclosure Schedule with respect to a particular representation, warranty or covenant contained therein shall be deemed to be an exception or qualification with respect to all other applicable representations, warranties and covenants contained in this Agreement, solely to the extent to which the relevance of such disclosure to such other representation, warranty or covenant is reasonably apparent on the face of such disclosure. Nothing in the Disclosure Schedule shall broaden the scope of any representation, warranty or covenant of Indigo or the Company contained in this Agreement. (j) Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. No prior draft of this Agreement and if nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or question uncertainty in issue is plainly discernible from a reading of interpretation should arise, this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as if drafted jointly by limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Except as provided in Section 10.03, the Parties and no presumption doctrine of election of remedies shall not apply in constructing or burden interpreting the remedies provisions of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereofthe equitable power of a court considering this Agreement or the transactions contemplated hereby.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References The word “will” shall be construed to a Person are also to its permitted successors have the same meaning and assignseffect as the word “shall.” (h) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (i) The Parties have each participated Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the negotiation and drafting construction or interpretation of this Agreement. No prior draft of this Agreement and if nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parole evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or question uncertainty in issue is plainly discernable from a reading of interpretation should arise, this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as if drafted jointly by limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the Parties and no presumption remedies provisions of this Agreement or burden the equitable power of proof shall arise favoring a court considering this Agreement or burdening either Party by virtue of the authorship of any of the provisions Transaction. (j) Any statement in this Agreement to the effect that any information, document or other material has been “made available” to Purchaser or any interim drafts of its Representatives means that such information, document or other material was (i) posted to the electronic data room hosted by or on behalf of the Acquired Companies in connection with the Transaction (and made available on a continuous basis for review therein by Purchaser and its Representatives); or (ii) made available to Purchaser and its Representatives for review upon request on location at the Acquired Companies’ principal facilities or via an online demonstration. Notwithstanding the foregoing, the Parties acknowledge and agree that Sellers and Helix shall have 30 days from the date of execution of this Agreement to complete the Disclosure Schedules to this Agreement and provide them to Purchaser. Sellers and Helix shall thereafter update the Disclosure Schedules through the Closing Date as needed to maintain the accuracy and completeness thereof.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions, headings and table of contents herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein shall have the meaning or interpretation of as defined in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless otherwise specified. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References Currency amounts referenced herein are in U.S. Dollars. (h) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (hi) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (ij) The Parties have each participated Any exception or qualification set forth in the negotiation Disclosure Schedule with respect to a particular representation, warranty or covenant contained therein shall be deemed to be an exception or qualification with respect to all other applicable representations, warranties and covenants contained in this Agreement to which the relevance of such disclosure is reasonably apparent on the face of such disclosure. Nothing in the Disclosure Schedule shall broaden the scope of any representation, warranty or covenant of Seller contained in this Agreement. (k) Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. No prior draft of this Agreement and if nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or question uncertainty in issue is plainly discernible from a reading of interpretation should arise, this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as if drafted jointly by the Parties and no presumption or burden limiting any other provision of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement (whether or any interim drafts thereofnot more general or more specific in scope, substance or content). (l) Except where the context otherwise requires, all references to materials being “made available” or “furnished” by Seller means documents posted and accessible to Purchaser and its Representatives in the “Project Viper” data room maintained by Intralinks Inc. on behalf of Seller no less than one Business Day prior to the Execution Date and remained so posted and accessible continuously through the Closing.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (h) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (i) The Parties have each participated Any exception or qualification set forth in the negotiation Disclosure Schedule with respect to a particular representation, warranty or covenant contained therein shall be deemed to be an exception or qualification with respect to all other applicable representations, warranties and covenants contained in this Agreement to which the relevance of such disclosure is reasonably apparent on the face of such disclosure. Nothing in the Disclosure Schedule shall broaden the scope of any representation, warranty or covenant of Seller contained in this Agreement. (j) Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. No prior draft of this Agreement and if nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or question uncertainty in issue is plainly discernible from a reading of interpretation should arise, this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as if drafted jointly by limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Except as provided in Section 7.02, the Parties and no presumption doctrine of election of remedies shall not apply in constructing or burden interpreting the remedies provisions of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereofthe equitable power of a court considering this Agreement or the Transactions.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References The word “will” shall be construed to have the same meaning and effect as the word “shall.” (h) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (hi) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (ij) The Parties have Any reference to the Seller or Sellers under this Agreement means and includes each participated of them severally and each such Seller shall be severally liable with respect to the obligations of the Sellers under this Agreement. (k) Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the negotiation and drafting construction or interpretation of this Agreement. No prior draft of this Agreement and if nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parole evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or question uncertainty in issue is plainly discernable from a reading of interpretation should arise, this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as if drafted jointly by limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the Parties and no presumption remedies provisions of this Agreement or burden the equitable power of proof shall arise favoring a court considering this Agreement or burdening either Party by virtue of the authorship of any of the provisions Transaction. (l) Any statement in this Agreement to the effect that any information, document or other material has been “made available” to Purchaser or any interim drafts thereofof its Representatives means that such information, document or other material was shared with the Purchase using the electronic data room hosted by or on behalf of the Acquired Companies on Google Drive in connection with the Transaction (and made available on a continuous basis for review therein by Purchaser and its Representatives) no later than 12:01 a.m., Eastern Time, on the date that is three Business Days prior to the date of this Agreement.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (h) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (hi) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (j) Except as set forth on Section 1.02 of the Company Disclosure Schedule, a document shall be deemed to have been “delivered,” “provided,” “furnished,” or “made available” to Parent only to the extent that such document has been (i) The Parties have each participated made available in the negotiation data rooms established by the Company for the purposes of the transactions contemplated by this Agreement (on Xxxxxxx Datasite under the project name “K Pacific” or Xxx.xxx under the folder name “Project Pacific – Corporate Matters Documents for LW”) or (ii) delivered to Parent or its counsel via electronic mail; in the case of each of clause (i) and drafting (ii), at least three (3) Business Days prior to the date hereof. (k) No prior draft of this Agreement and if nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parole evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or question uncertainty in issue is plainly discernible from a reading of interpretation should arise, this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as if drafted jointly by limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the Parties and no presumption or burden remedies provisions of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereofthe equitable power of a court considering this Agreement or the transactions contemplated hereby.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (h) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (hi) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (ij) The Parties have each participated Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the negotiation and drafting construction or interpretation of this Agreement. No prior draft of this Agreement and if nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parole evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or question uncertainty in issue is plainly discernible from a reading of interpretation should arise, this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as if drafted jointly by limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the Parties and no presumption or burden remedies provisions of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereofthe equitable power of a court considering this Agreement or the transactions contemplated hereby.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any reference in a particular Section of the Company Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of the Company that are contained in the corresponding Section of this Agreement and (ii) all other representations and warranties of the Company that are contained in this Agreement if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be reasonably apparent to an individual who has read that reference and such representations and warranties. The listing of any matter on the Company’s Disclosure Schedule shall not be deemed to constitute an admission by the Company, or to otherwise imply, that any such matter is material, is required to be disclosed by the Company under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Company’s Disclosure Schedule relating to any possible breach or violation by the Company of any Contract or Applicable Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. (e) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (ef) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (fg) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwise. (gh) References The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (hi) Unless otherwise specifically indicated, all references to “dollars” or “$” shall refer to the lawful currency of the United States. (j) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation. (ik) The Parties word “will” shall be construed to have each the same meaning and effect as the word “shall.” (l) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and if any and, in the event an ambiguity or question of intent or interpretation should arisearises, this Agreement shall be construed as if jointly drafted jointly by the Parties parties hereto and no presumption or burden of proof shall arise favoring or burdening either Party disfavoring any party hereto by virtue of the authorship of any provision of the provisions in this Agreement or any interim drafts thereofAgreement.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any reference in a particular Section of the Company Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of the Company that are contained in the corresponding Section of this Agreement and (ii) all other representations and warranties of the Company that are contained in this Agreement if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be reasonably apparent to an individual who has read that reference and such representations and warranties. The listing of any matter on the Company Disclosure Schedule shall not be deemed to constitute an admission by the Company, or to otherwise imply, that any such matter is material, is required to be disclosed by the Company under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Company Disclosure Schedule relating to any possible breach or violation by the Company of any Contract or Applicable Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. (e) Whenever the word “material” is used in this Agreement, it shall include anything that would be required to be disclosed in a report filed with the SEC. (f) Whenever the term “ordinary course of business” is used in this Agreement, it shall mean the ordinary course of the Company’s and its Subsidiaries’ respective businesses of exploring and operating its Oil and Gas Interests, and shall not include the acquiring of Oil and Gas Interests. (g) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (eh) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (fi) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwise. (gj) References The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (hk) Unless otherwise specifically indicated, all references to “dollars” or “$” shall refer to the lawful currency of the United States. (l) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation. (im) The Parties word “will” shall be construed to have each the same meaning and effect as the word “shall.” (n) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and if any and, in the event an ambiguity or question of intent or interpretation should arisearises, this Agreement shall be construed as if jointly drafted jointly by the Parties parties hereto and no presumption or burden of proof shall arise favoring or burdening either Party disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. (o) Time is of the provisions in essence with respect to the performance of this Agreement or any interim drafts thereofAgreement.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References The word “will” shall be construed to a Person are also to its permitted successors have the same meaning and assignseffect as the word “shall.” (h) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (i) The Parties have each participated Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the negotiation and drafting construction or interpretation of this Agreement. No prior draft of this Agreement and if nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parole evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or question uncertainty in issue is plainly discernable from a reading of interpretation should arise, this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as if drafted jointly by limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the Parties and no presumption remedies provisions of this Agreement or burden the equitable power of proof shall arise favoring a court considering this Agreement or burdening either Party by virtue of the authorship of any of the provisions Transaction. (j) Any statement in this Agreement to the effect that any information, document or other material has been “made available” to Purchaser or any interim drafts of its Representatives means that such information, document or other material was (i) posted to the electronic data room hosted by or on behalf of the Acquired Companies in connection with the Transaction (and made available on a continuous basis for review therein by Purchaser and its Representatives); or (ii) made available to Purchaser and its Representatives for review upon request on location at the Acquired Companies’ principal facilities or via an online demonstration. Notwithstanding the foregoing, the Parties acknowledge and agree that Sellers and GGC shall have 30 days from the date of execution of this Agreement to complete the Disclosure Schedules to this Agreement and provide them to Purchaser. Sellers and GGC shall thereafter update the Disclosure Schedules through the Closing Date as needed to maintain the accuracy and completeness thereof.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The the words “hereof,” ”, “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. ; (b) the captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified; (c) The headings all Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. ; (d) Any any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. singular (unless the context requires otherwise); (e) Whenever whenever the words “include,” ”, “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation.” , whether or not they are in fact followed by those words or words of like import; (f) all references to time shall refer to Israel time. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (g) the use of the word “or” is not intended to shall not, necessarily, be exclusive unless expressly indicated otherwise. (g) References to a Person are also to its permitted successors and assigns. exclusive; (h) A reference any rule of construction to any legislation the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or to any provision interpretation of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation. this Agreement; (i) The Parties have each participated any agreement or instrument defined or referred to herein, or in any agreement or instrument that is referred to herein, means such agreement or instrument as from time to time amended, modified or supplemented until the date hereof. Other terms may be defined elsewhere in the negotiation and drafting text of this Agreement and if any ambiguity shall have the meaning indicated throughout this Agreement; (j) the term “foreign” when used with respect to Applicable Law or question of interpretation should arisea governmental authority shall refer to all applicable jurisdictions other than Israel; (k) the term “Dollar”, this Agreement “$”, USD or US$ shall be construed as if drafted jointly by refer to the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue currency of the authorship United States of any of the provisions in this Agreement or any interim drafts thereofAmerica.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) All references to time shall refer to New York City time. The use of word “orextent” is in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not intended to be exclusive unless expressly indicated otherwisemean simply “if”. (g) References to a Person are also to its permitted successors and assignsThe use of the word “or” shall not, necessarily, be exclusive. (h) A reference Any rule of construction to any legislation the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or to any provision interpretation of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislationthis Agreement. (i) The Parties have each participated Any agreement or instrument defined or referred to herein, or in any agreement or instrument that is referred to herein, means such agreement or instrument as from time to time amended, modified or supplemented. Other terms may be defined elsewhere in the negotiation and drafting text of this Agreement and if any ambiguity shall have the meaning indicated throughout this Agreement. (j) The term “foreign” when used with respect to Applicable Law or question of interpretation should arise, this Agreement a Governmental Authority shall be construed as if drafted jointly by refer to all jurisdictions other than Israel or the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereofUnited States.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References The word “will” shall be construed to have the same meaning and effect as the word “shall.” (h) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (hi) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (i) The Parties have each participated in the negotiation and drafting of this Agreement and if any 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 burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereof.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any reference in a particular Section of the Company Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of the Company that are contained in the corresponding Section of this Agreement and (ii) all other representations and warranties of the Company that are contained in this Agreement if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be reasonably apparent to an individual who has read that reference and such representations and warranties. The listing of any matter on the Company Disclosure Schedule shall not be deemed to constitute an admission by the Company, or to otherwise imply, that any such matter is material, is required to be disclosed by the Company under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Company Disclosure Schedule relating to any possible breach or violation by the Company of any Contract or Applicable Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. (e) Whenever the word “material” is used in this Agreement, it shall include anything that would be required to be disclosed in a report filed with the SEC. (f) Whenever the term “ordinary course of business” is used in this Agreement, it shall mean the ordinary course of the Company’s and its Subsidiaries’ respective businesses of exploring and operating its Oil and Gas Interests, and shall not include the acquiring of Oil and Gas Interests. (g) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (eh) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (fi) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwise. (gj) References The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (hk) A reference Unless otherwise specifically indicated, all references to any legislation “dollars” or “$” shall refer to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation. (i) The Parties have each participated in the negotiation and drafting of this Agreement and if any 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 burdening either Party by virtue lawful currency of the authorship of any of the provisions in this Agreement or any interim drafts thereofUnited States.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The table of contents, captions and headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of word “or” is not intended to be exclusive exclusive, unless expressly indicated otherwisethe context otherwise requires. (g) References Unless otherwise indicated or the context otherwise requires, references in this Agreement to a Person any agreement, instrument, statute, rule or regulation or any articles of incorporation, bylaws, or other organizational document are also to its permitted successors and assignsthe agreement, instrument, statute, rule or regulation or any articles of incorporation, bylaws, or other organizational document as amended, modified, supplemented or replaced from time to time. (h) A reference to All terms defined in this Agreement shall have the defined meanings when used in any legislation certificate or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued other document made or related to such legislationdelivered pursuant hereto unless otherwise defined therein. (i) The Parties parties hereto agree that they have each participated in been represented by counsel during the negotiation and drafting execution of this Agreement and, therefore, (i) waive the application of any Applicable Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document and if any ambiguity or question of interpretation should arise, (ii) this Agreement shall shall, to the fullest extent permitted by Law, be construed as if jointly drafted jointly by the Parties parties hereto and no presumption or burden of proof shall arise favoring or burdening either Party disfavoring any party by virtue of the authorship of any provision of this Agreement. (j) When calculating the provisions period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in this Agreement or any interim drafts thereofcalculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The the words “hereof,” ”, “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. ; (b) the captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified; (c) The headings all Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. ; (d) Any any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. singular (unless the context requires otherwise); (e) Whenever whenever the words “include,” ”, “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation.” , whether or not they are in fact followed by those words or words of like import; (f) all references to time shall refer to Israel time. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (g) the use of the word “or” is not intended to shall not, necessarily, be exclusive unless expressly indicated otherwise. (g) References to a Person are also to its permitted successors and assigns. exclusive; (h) A reference any rule of construction to any legislation the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or to any provision interpretation of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation. this Agreement; (i) The Parties have each participated any agreement or instrument defined or referred to herein, or in any agreement or instrument that is referred to herein, means such agreement or instrument as from time to time amended, modified or supplemented until the date hereof. Other terms may be defined elsewhere in the negotiation and drafting text of this Agreement and if any ambiguity shall have the meaning indicated throughout this Agreement; (j) the term “foreign” when used with respect to Applicable Law or question of interpretation should arisea governmental authority shall refer to all applicable jurisdictions other than Israel; (k) the term “Dollar”, this Agreement “$”, or US$ shall be construed as if drafted jointly by refer to the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue currency of the authorship United States of any of the provisions in this Agreement or any interim drafts thereofAmerica.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References The word “will” shall be construed to have the same meaning and effect as the word “shall.” (h) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (hi) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (j) Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parole evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernable from a reading of this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a court considering this Agreement or the Transaction. (k) Any statement in this Agreement to the effect that any information, document or other material has been “made available” to Purchaser or any of its Representatives means that such information, document or other material was (i) The Parties have each participated posted to the electronic data room hosted by or on behalf of the Acquired Companies at xxxx://xxxxxx.xxxxxxxxxxxxx.xxx in connection with the negotiation Transaction (and drafting made available on a continuous basis for review therein by Purchaser and its Representatives) no later than 12:01 a.m., Pacific Time, on the date that is three Business Days prior to the date of this Agreement, (ii) made available to Purchaser and its Representatives for review on location at the Acquired Companies’ facilities in Xxxxxxx, Xxxx or the Isle of Wight or (iii) made publicly available on XXXXX at least three days prior to the date of this Agreement and if any ambiguity such information, document 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 burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereofother material has been specifically identified on Schedule 1.02.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References The word “party” or “parties” shall, unless the context otherwise requires, be construed to mean a party or the parties to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (h) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (i) The Parties have each participated Any exception or qualification set forth in the negotiation Disclosure Schedule with respect to a particular representation, warranty or covenant contained therein shall be deemed to be an exception or qualification with respect to all other applicable representations, warranties and covenants contained in this Agreement, solely to the extent to which the relevance of such disclosure to such other representation, warranty or covenant is reasonably apparent on the face of such disclosure. Nothing in the Disclosure Schedule shall broaden the scope of any representation, warranty or covenant of the Company Group contained in this Agreement. (j) Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. No prior draft of this Agreement and if nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or question uncertainty in issue is plainly discernible from a reading of interpretation should arise, this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as if drafted jointly by limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Except as provided in Section 10.03, the Parties and no presumption doctrine of election of remedies shall not apply in constructing or burden interpreting the remedies provisions of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereofthe equitable power of a court considering this Agreement or the transactions contemplated hereby.

Definitional and Interpretative Provisions. (a) When a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise specified. (b) The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. (c) The headings All Exhibits and sub-headings for Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement are for reference purposes only and do not affect as if set forth in full herein. Any capitalized terms used in any way Exhibit or Schedule but not otherwise defined therein, shall have the meaning or interpretation of as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.” (f) The use of the word “or” is shall not intended to be exclusive unless expressly indicated otherwiseexclusive. (g) References The word “will” shall be construed to have the same meaning and effect as the word “shall.” (h) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a Person are also party to its permitted this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. (hi) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor therefore and all rules, regulations and statutory instruments issued or related to such legislation. (ij) The Parties have each participated Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the negotiation and drafting construction or interpretation of this Agreement. No prior draft of this Agreement and if nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or question uncertainty in issue is plainly discernible from a reading of interpretation should arise, this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as if drafted jointly by limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the Parties and no presumption or burden remedies provisions of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereofthe equitable power of a court considering this Agreement or the Transactions.