Common use of Interpretation and Construction Clause in Contracts

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” (a) The words “hereof”, “herein”, “hereby” and “hereunder” and words of similar import import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” . (b) Unless the context otherwise requires, references to sections, subsections or Articles refer to sections, subsections or Articles of this Agreement. (c) Terms defined in the singular shall be construed to have a comparable meaning when used in the same meaning as the word “shallplural, and vice versa.” (d) The words “dates hereofinclude” will refer and “including” and words of similar import shall be deemed to be followed by the date of this Agreement. The word words “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. without limitation”. (e) Words importing gender include both genders. (f) Any agreement, instrument, law, rule instrument or statute defined or referred to herein means, unless otherwise indicated, or in any agreement or instrument that is referred to herein means such agreement, instrument, law, rule instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Each of In addition, references to any statute are to that statute and to the rules and regulations promulgated thereunder. (g) The parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated jointly in the negotiation and drafting and preparation of this Agreement and and, in the documents referred to hereinevent an ambiguity or question of intent or interpretation arises, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events construed as jointly drafted by the parties hereto and no presumption or burden of drafting proof shall arise favoring or preparationdisfavoring any party by virtue of the authorship of any provision of this Agreement.

Interpretation and Construction. When a reference is made in this Agreement 2.1 All references to a SectionSections, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only Exhibits and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they Schedules shall be deemed to be followed by references to Sections of, and Exhibits and Schedules to, this Agreement unless the words “without limitation.” context shall otherwise require. The words “hereof, “herein” and “hereunder” and words of similar import when headings used in this Agreement shall refer are inserted for convenience of reference only and are not intended to this Agreement as be a whole and not part of or to any particular provision affect the meaning of this Agreement. The word “will” Unless the context shall be construed otherwise require, any reference to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any any agreement, instrumentother instrument (including BA or other third party offerings, lawguides or practices), statute, regulation, rule or statute defined or referred tariff is to herein means, unless otherwise indicated, such agreement, instrument, lawstatute, regulation, or rule or statute tariff as amended and supplemented from time to time amended(and, modified in the case of a statute, regulation, rule or supplemented. Each tariff, to any successor provision). 2.2 Subject to the terms set forth in Section 20 regarding rates and charges, each Party hereby incorporates by reference those provisions of its tariffs that govern the provision of any of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counselservices or facilities provided hereunder. Each party cooperated and participated in the drafting and preparation If any provision of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may an applicable tariff cannot be reasonably construed against any party by reason of its drafting or preparation. Accordinglyinterpreted to avoid conflict, any rule of law or any legal decision that would require interpretation of any ambiguities the provision contained in this Agreement against shall prevail, provided that in all cases the more specific shall prevail over the more general. If any party that drafted or prepared it is of no application and is hereby expressly waived by each provision contained in this main body of the parties hereto, Agreement and any controversy over interpretations Schedule or Exhibit hereto cannot be reasonably construed or interpreted to avoid conflict, the provision contained in this main body of the Agreement shall prevail. The fact that a condition, right, obligation, or other term appears in this Agreement but not in any such tariff shall not be interpreted as, or be deemed grounds for finding, a conflict for purposes of this Agreement shall be decided without regards to events of drafting or preparationSection 2.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of In interpreting and construing this Agreement, unless otherwise indicatedthe following principles shall be followed: (a) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words terms “includeherein,” “includeshereof,” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “hereinhereby,” and “hereunder,” and words of or other similar import when used in this Agreement shall terms, refer to this Agreement as a whole and not only to the particular Article, Section or subdivision in which any particular provision of this Agreementsuch terms may be employed. The word “willincludes” and its syntactical variants mean “includes, but is not limited to” and corresponding syntactical variant expressions. The plural shall be deemed to include the singular, and vice versa. (b) Unless the context of this Agreement clearly requires otherwise, references to Articles, Sections, subsections, Exhibits and Schedules refer to the Articles, Sections, and subdivisions of, and Exhibits and Schedules to, this Agreement. (c) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles. (d) No consideration shall be given to the captions of the articles, sections or subsections, which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction. (e) Each exhibit, attachment, and schedule to this Agreement constitutes a part of this Agreement and is incorporated herein by reference, but if there is any conflict or inconsistency between the main body of this Agreement and any exhibit, attachment, or schedule, the provisions of the main body of this Agreement shall prevail. (f) Every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Party (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the Parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the same meaning provisions of this Agreement. (g) Any reference to a statute, regulation or law shall include any amendment thereof or any successor thereto, and any rules and regulations promulgated thereunder, in each case as the word “shall.” The words “dates hereof” will refer to existing on the date of this Agreement. The word . (h) Any reference to “or$” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation“dollars” means United States Dollars.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of In interpreting and construing this Agreement, unless otherwise indicatedthe following principles shall be followed: (a) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms “herein,” “hereof,” “hereby,” and “hereunder,” and other similar terms refer to this Agreement as a whole and not only to the particular Article, Section or subdivision in which any such terms may be employed. The terms “include”, “includes”, and “including” shall be deemed to be followed by “without limitation”. The plural shall be deemed to include the singular, and vice versa. (b) Unless the context of this Agreement clearly requires otherwise, references to Articles, Sections, subsections, Exhibits and Schedules refer to the Articles, Sections, and subdivisions of, and Exhibits and Schedules to, this Agreement. (c) Any accounting term not otherwise defined herein has the meaning assigned to it under GAAP. Words not otherwise defined herein that have well-known and generally accepted technical or trade meanings in the oil and gas industry are used herein in accordance with such recognized meanings. (d) The table of contents and headings contained in this Agreement are for reference purposes only only, and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” . (e) Each exhibit, attachment, and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer schedule to this Agreement as constitutes a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation part of this Agreement and is incorporated herein by reference, but if there is any conflict or inconsistency between the documents referred to herein, main body of this Agreement and any and all drafts relating thereto exchanged among exhibit, attachment, or schedule, the parties shall be deemed the work product of all provisions of the parties and may not be construed against any party by reason main body of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application shall prevail. (f) Every covenant, term and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations provision of this Agreement shall be decided without regards construed simply according to events its fair meaning and not strictly for or against any Party (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the Parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. (g) References to any Laws shall be deemed also to include all rules and regulations promulgated thereunder and shall refer to such Laws, rules and regulation as amended from time to time and include any successor legislation thereto as currently in effect or preparationwith regard to any violation or alleged violation of Laws, as in effect at the time of such violation or alleged violation. (h) Any reference to “$” or “dollars” means United States Dollars.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates date hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein” and “hereunder” and words of similar like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall descriptive headings used herein are inserted for convenience of reference only and are not intended to be construed part of or to have affect the same meaning as the word “shall.” The words “dates hereof” will refer to the date or interpretation of this Agreement. The word “or” is not exclusiveReferences to Sections and Schedules are to Sections and Schedules of this Agreement, respectively, unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The definitions contained in this Agreement are applicable to the singular masculine as well as to the plural forms feminine and neuter genders of such termsterm. Any agreementWhenever the words “include,” “includes” or “including” are used in this Agreement, instrumentthey 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. “Writing,” “written” and comparable terms refer to printing, law, rule or typing and other means of reproducing words (including electronic media) in a visible form. References to any statute defined or referred shall be deemed to herein means, unless otherwise indicated, refer to such agreement, instrument, law, rule or statute as amended from time to time amendedand to any rules or regulations promulgated thereunder. References to any person include the successors and permitted assigns of that person. References from or through any date mean, modified unless otherwise specified, from and including such date or supplementedthrough and including such date, respectively. Each In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the parties hereto acknowledges that it has been represented by counsel authorship of its choice throughout all negotiations that have preceded any of the execution provisions of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may The term “or” is not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationexclusive.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” ”, “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Words of any gender include each other gender and neuter genders and words using the singular or plural number also include the plural or singular number, respectively. Any Contract or Law defined or referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Laws) by succession or comparable successor statutes and references to all attachments thereto and instruments incorporated therein. The word “or” shall not be exclusive. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will ”. Whenever this Agreement refers to a number of days, such number shall refer to the date of this Agreementcalendar days unless Business Days are specified. The word “orto the extent” is shall mean the degree to which a subject or other thing extends, and such phrase shall not exclusivemean simply “if”. The definitions contained Any deadline or time period set forth in this Agreement are applicable that by its terms ends on a day that is not a Business Day shall be automatically extended to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplementednext succeeding Business Day. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation negotiating of this Agreement and the documents referred to hereinAgreement. If an ambiguity or question of intent or interpretation arises, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided construed as if it is drafted by all the parties hereto and without regards regard to events of any presumption or rule requiring construction or interpretation against the party drafting or preparationcausing any instrument to be drafted.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context clearly otherwise requires. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule rule, regulation or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule rule, regulation or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution and delivery of this Agreement, and that it has executed and delivered the same with the advice of said independent such counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards regard to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of In interpreting and construing this Agreement, unless otherwise indicatedthe following principles shall be followed: (a) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms “herein,” “hereof,” “hereby,” and “hereunder,” and other similar terms refer to this Agreement as a whole and not only to the particular Article, Section or subdivision in which any such terms may be employed. The terms “include,” “includes,” and “including” shall be deemed to be followed by “without limitation”. The plural shall be deemed to include the singular, and vice versa. (b) Unless the context of this Agreement clearly requires otherwise, references to Articles, Sections, subsections, Exhibits and Schedules refer to the Articles, Sections, and subdivisions of, and Exhibits and Schedules to, this Agreement. (c) Any accounting term not otherwise defined herein has the meaning assigned to it under GAAP. Words not otherwise defined herein that have well-known and generally accepted technical or trade meanings in the oil and gas industry are used herein in accordance with such recognized meanings. (d) The table of contents and headings contained in this Agreement are for reference purposes only only, and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” . (e) Each exhibit, attachment, and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer schedule to this Agreement as constitutes a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation part of this Agreement and is incorporated herein by reference, but if there is any conflict or inconsistency between the documents referred to herein, main body of this Agreement and any and all drafts relating thereto exchanged among exhibit, attachment, or schedule, the parties shall be deemed the work product of all provisions of the parties and may not be construed against any party by reason main body of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application shall prevail. (f) Every covenant, term and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations provision of this Agreement shall be decided without regards construed simply according to events its fair meaning and not strictly for or against any Party (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the Parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. (g) Any reference to a statute, regulation or preparationlaw shall include any amendment thereof or any successor thereto, and any rules and regulations promulgated thereunder. (h) Any reference to “$” or “dollars” means United States Dollars. (i) The words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. References herein to either gender include the other gender. Any agreement, instrument, law, rule rule, regulation or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule rule, regulation or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution and delivery of this Agreement, and that it has executed and delivered the same with the advice of said independent such counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards regard to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. The symbol “$” refers to United States Dollars. 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.” References to a Person are also to its permitted successors and assigns. All references to “days” shall be to calendar days unless otherwise indicated as a “Business Day.” Unless indicated otherwise, (x) all mathematical calculations contemplated by this Agreement shall be rounded to the tenth decimal place, except in respect of payments, which shall be rounded to the nearest whole United States cent and (y) fractions may be greater than one. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties Parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties Parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section (a) The table of this Agreement, unless otherwise indicated. The contents and headings contained in this Agreement are for convenience of reference purposes only only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect in any way of the meaning or interpretation provisions of this Agreement. Whenever . (b) Unless otherwise specified in this Agreement or the context otherwise requires: (i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sections, clauses, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule; (ii) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (v) whenever the words “include,” “includes” and or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation.” The ;” (vi) the words “hereto,” “hereof, ,” “hereby,” “herein,” and “hereunder” and words of similar import when used in this Agreement terms shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as ; (vii) the word “shall.extent” The in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if;” (viii) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP; (ix) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions; (x) the rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “dates hereofother” will refer shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; (xi) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest xxxxx; (xii) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company and accessible by Parent and its Representatives, in each case in connection with the transactions contemplated by this Agreement not later than prior to the execution and delivery of this Agreement, or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC not later than prior to the date of this Agreement. The word “or” ; (xiii) when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not exclusive. The definitions contained a Business Day, then such action may be validly taken on or by the next day that is a Business Day and references to a number of days shall refer to calendar days unless Business Days are specified; (xiv) all references to any (A) statute include the rules and regulations promulgated thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the date of this Agreement are applicable Agreement; and (xv) all references to the singular as well as the plural forms of such terms. Any (A) any Contract, other agreement, instrumentdocument or instrument (excluding this Agreement) mean such Contract, law, rule or statute defined or referred to herein means, unless otherwise indicated, such other agreement, instrument, law, rule document or statute instrument as amended or otherwise modified from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same in accordance with the advice terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference and (B) this Agreement mean this Agreement (taking into account the provisions of said independent counsel. Each party cooperated Section 10.11(a)) as amended or otherwise modified from time to time in accordance with Section 10.5. (c) The Company Disclosure Schedule and participated the Parent Disclosure Schedule may include items and information the disclosure of which is not required either in the drafting and preparation response to an express disclosure requirement of this Agreement and or as an exception to one or more provisions set forth in this Agreement. Inclusion of any such items or information in the documents referred to herein, and any and all drafts relating thereto exchanged among Company Disclosure Schedule or the parties Parent Disclosure Schedule shall not be deemed the work product of all of the parties and may not to be construed against an acknowledgement or agreement that any party by reason of its drafting such item or preparation. Accordingly, any rule of law information (or any legal decision that non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, it has had or would require interpretation of any ambiguities reasonably be expected to result in a Material Adverse Effect. (d) The Parties have jointly negotiated and drafted this Agreement against any party that drafted and if an ambiguity or prepared it is a question of no application and is hereby expressly waived by each of the parties heretointent or interpretation arises, and any controversy over interpretations of this Agreement shall be decided without regards to events construed as if drafted jointly by the Parties, and no presumption or burden of drafting proof shall arise favoring or preparationdisfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “"include,” “" "includes” " and “"including” " are used in this Agreement, they shall be deemed to be followed by the words “"without limitation.” " The words “"hereof, “"herein” " and “"hereunder” " and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “"will” " shall be construed to have the same meaning as the word “"shall.” " The words “"dates hereof” " will refer to the date of this Agreement. The word “"or” " is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of In interpreting and construing this Agreement, unless otherwise indicatedthe following principles shall be followed: (a) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms “herein,” “hereof,” “hereby,” and “hereunder,” and other similar terms refer to this Agreement as a whole and not only to the particular Article, Section or subdivision in which any such terms may be employed. The terms “include”, “includes”, and “including” shall be deemed to be followed by “without limitation”. The plural shall be deemed to include the singular, and vice versa. (b) Unless the context of this Agreement clearly requires otherwise, references to Articles, Sections, subsections, Exhibits and Schedules refer to the Articles, Sections, and subdivisions of, and Exhibits and Schedules to, this Agreement. (c) Any accounting term not otherwise defined herein has the meaning assigned to it under GAAP. Words not otherwise defined herein that have well-known and generally accepted technical or trade meanings in the oil and gas industry are used herein in accordance with such recognized meanings. (d) The table of contents and headings contained in this Agreement are for reference purposes only only, and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” . (e) Each exhibit, attachment, and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer schedule to this Agreement as constitutes a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation part of this Agreement and is incorporated herein by reference, but if there is any conflict or inconsistency between the documents referred to herein, main body of this Agreement and any and all drafts relating thereto exchanged among exhibit, attachment, or schedule, the parties shall be deemed the work product of all provisions of the parties and may not be construed against any party by reason main body of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application shall prevail. (f) Every covenant, term and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations provision of this Agreement shall be decided without regards construed simply according to events its fair meaning and not strictly for or against any Party (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the Parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. (g) Any reference to a statute, regulation or preparationlaw shall include any amendment thereof or any successor thereto, and any rules and regulations promulgated thereunder. (h) Any reference to “$” or “dollars” means United States Dollars.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be is to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall will not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall will refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is used in the inclusive sense of “and/or.” The terms “or,” “any” and “either” are not exclusive. When used herein, the words “to the extent” shall be deemed to be followed by the words “but only to the extent.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall will be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall will be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates date hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto Party acknowledges that it or he, as applicable, has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it or he, as applicable, has executed the same with the advice of said independent counsel. Each party Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties heretoParties, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties Parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties Parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates date hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties Parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among between the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties Parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. Any reference herein of “except as disclosed in the SEC Filings,” or similar reference, shall be deemed to exclude cautionary statements included in the Risk Factors or Forward-Looking Statements sections of the SEC Filings; provided that such exclusion shall not apply to any statements of historical fact.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of In interpreting and construing this Agreement, unless otherwise indicatedthe following principles shall be followed: (a) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words terms “includeherein,” “includeshereof,” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “hereinhereby,” and “hereunder,” and words of or other similar import when used in this Agreement shall terms, refer to this Agreement as a whole and not only to the particular Article, Section or subdivision in which any particular provision of this Agreementsuch terms may be employed. The word “willincludes” and its syntactical variants mean “includes, but is not limited to” and corresponding syntactical variant expressions. The plural shall be deemed to include the singular, and vice versa. (b) Unless the context of this Agreement clearly requires otherwise, references to Articles, Sections, subsections, Exhibits and Schedules refer to the Articles, Sections, and subdivisions of, and Exhibits and Schedules to, this Agreement. (c) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles. (d) No consideration shall be given to the captions of the articles, sections or subsections, which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction. (e) Each exhibit, attachment, and schedule to this Agreement constitutes a part of this Agreement and is incorporated herein by reference, but if there is any conflict or inconsistency between the main body of this Agreement and any exhibit, attachment, or schedule, the provisions of the main body of this Agreement shall prevail. (f) Every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Party (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the Parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the same meaning provisions of this Agreement. (g) Any reference to a statute, regulation or law shall include any amendment thereof or any successor thereto, and any rules and regulations promulgated thereunder, in each case as the word “shall.” The words “dates hereof” will refer to existing on the date of this Agreement. The word . (h) Any reference to “or$”, “Dollars” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreementor “Cents” means United States dollars or cents, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationrespectively.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of In interpreting and construing this Agreement, unless otherwise indicatedthe following principles shall be followed: (a) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms “herein,” “hereof,” “hereby,” and “hereunder,” and other similar terms refer to this Agreement as a whole and not only to the particular Article, Section or subdivision in which any such terms may be employed. The terms “include,” “includes,” and “including” shall be deemed to be followed by “without limitation.” The plural shall be deemed to include the singular, and vice versa. (b) Unless the context of this Agreement clearly requires otherwise, references to Articles, Sections, subsections, Exhibits and Schedules refer to the Articles, Sections, and subsections of, and Exhibits and Schedules to, this Agreement. (c) Any accounting term not otherwise defined herein has the meaning assigned to it under GAAP. Words not otherwise defined herein that have well-known and generally accepted technical or trade meanings in the oil and gas industry are used herein in accordance with such recognized meanings. (d) The table of contents and headings contained in this Agreement are for reference purposes only only, and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” . (e) Each exhibit, attachment, and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer schedule to this Agreement as constitutes a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation part of this Agreement and is incorporated herein by reference, but if there is any conflict or inconsistency between the documents referred to herein, main body of this Agreement and any and all drafts relating thereto exchanged among exhibit, attachment, or schedule, the parties shall be deemed the work product of all provisions of the parties and may not be construed against any party by reason main body of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application shall prevail. (f) Every covenant, term and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations provision of this Agreement shall be decided without regards construed simply according to events its fair meaning and not strictly for or against any Party (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the Parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. (g) Any reference to a statute, regulation or preparationlaw shall include any amendment thereof or any successor thereto, and any rules and regulations promulgated thereunder. (h) Any reference to “$” or “dollars” means United States Dollars.

Interpretation and Construction. The Company and each Live Party acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same after having had an adequate opportunity to seek the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties will be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguity in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by the Company and each Live Party, and any controversy over any interpretation of this Agreement will be decided without regard to events of drafting or preparation. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” When a reference is made in this Agreement to a any Section, such reference shall be to a Section of this Agreement, unless otherwise expressly indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein,” “hereto,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each , except that references to specified rules promulgated by the SEC shall be deemed to refer to such rules in effect as of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution date of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a Unless otherwise indicated herein, with respect to any reference is made in this Agreement to a SectionSection (or Article, Subsection, Paragraph, Subparagraph or Clause), exhibit or Schedule, such reference shall be to a Section of section (or article, subsection, paragraph, subparagraph or clause) of, or an exhibit or schedule to, this Agreement, unless otherwise indicated. The table of contents and any article, section, subsection, paragraph or subparagraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed deemed, as the context indicates, to be followed by the words “without limitationbut (is/are) not limited to.” Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated. The words “hereof, “herein” and “hereunder” and words construction of similar import when used in this Agreement shall refer to this Agreement as a whole and not to take into consideration the party who drafted or whose representative drafted any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution portion of this Agreement, and no canon of construction shall be applied that it has executed resolves ambiguities against the same with drafter of a document. The parties are sophisticated and have been represented by lawyers throughout this transaction who have carefully negotiated the advice provisions hereof. As a consequence, the parties do not believe the presumption relating to the interpretation of said independent counselcontracts against the drafter of any particular clause should be applied in this case and therefore waive its effects. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to hereinAll exhibits attached hereto are hereby incorporated by reference into, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordinglymade a part of, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationAgreement.

Interpretation and Construction. When a reference is made This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed thereto in Schedule III. Unless the context requires otherwise, any agreements, documents, instruments or Laws defined or referred to in this Agreement will be deemed to mean or refer to such agreements, documents, instruments or Laws as from time to time amended, modified or supplemented, including (a) in the case of agreements, documents or instruments, by waiver or consent and (b) in the case of Laws, by succession of comparable successor statutes; provided that with respect to any agreement, document or instrument listed on any Schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate Schedule. All references in this Agreement to a Section, such reference shall any particular Law will be deemed to a Section of this Agreement, unless otherwise indicatedrefer also to any rules and regulations promulgated under that Law. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation.” References to a person are also to its permitted successors and assigns. Pronouns in masculine, feminine and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context requires otherwise. When a reference in this Agreement is made to an Article, Section, Exhibit, Annex or Schedule, such reference is to an Article or Section of, or Exhibit, Annex or Schedule to, this Agreement unless otherwise indicated. The words “hereof, this Agreement,” “herein,” and “hereof,” “hereby,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreementsubdivision unless expressly so limited. The word “will” shall be construed If any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to have the same meaning as subject matter (regardless of the word “shall.” The words “relative levels of specificity) which the party has not breached will not detract from or mitigate the fact that the party is in breach of the first representation, warranty or covenant. With regard to all dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined and time periods set forth or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of in this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all time is of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationessence.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only Company and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges Coliseum each acknowledge that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties heretoCompany and Coliseum, and any controversy over interpretations of this Agreement shall be decided without regards regard to events of drafting or preparation. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” When a reference is made in this Agreement to any Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section (a) The table of this Agreement, unless otherwise indicated. The contents and headings contained in this Agreement are for convenience of reference purposes only only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect in any way of the meaning or interpretation provisions of this Agreement. Whenever . (b) Unless otherwise specified in this Agreement or the context otherwise requires: (i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sections, clauses, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule; (ii) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (v) whenever the words “include,” “includes” and or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation.” The ;” (vi) the words “hereto,” “hereof, ,” “hereby,” “herein,” and “hereunder” and words of similar import when used in this Agreement terms shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as ; (vii) the word “shall.extent” The in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if;” (viii) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP; (ix) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions; (x) the rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “dates hereofother” will refer shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; (xi) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest xxxxx; (xii) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company and accessible by Parent and its Representatives, in each case in connection with the transactions contemplated by this Agreement not later than prior to the execution and delivery of this Agreement, or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC not later than prior to the date of this Agreement. The word “or” ; (xiii) when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not exclusive. The definitions contained a Business Day, then such action may be validly taken on or by the next day that is a Business Day and references to a number of days shall refer to calendar days unless Business Days are specified; (xiv) all references to any (A) statute include the rules and regulations promulgated thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the date of this Agreement are applicable Agreement; and (xv) all references to the singular as well as the plural forms of such terms. Any (A) any Contract, other agreement, instrumentdocument or instrument (excluding this Agreement) mean such Contract, law, rule or statute defined or referred to herein means, unless otherwise indicated, such other agreement, instrument, law, rule document or statute instrument as amended or otherwise modified from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same in accordance with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to hereinterms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any and all drafts relating other documents attached thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party or incorporated therein by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.reference and

Interpretation and Construction. When a reference is made The words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to a Section, such reference shall be to a Section any particular provision of this Agreement, unless otherwise indicated. The headings and contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. All references in this Agreement to Sections shall refer to sections of this Agreement unless the context shall require otherwise. The words “include,” “includes” and “including” shall not be limiting and shall be deemed to be followed by the phrase “without limitation.” The word “day” means calendar day, and any reference to a number of days shall refer to calendar days (unless Business Days are specified). When calculating the period of time before which, within which or following which any act is to be done or step is to be taken pursuant to this Agreement, the date that is the reference date in calculating 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. Any agreementreference in this Agreement to “$” means U.S. dollars. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”. The word “or” is not exclusive and the words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation, instrument, law, rule or statute defined or referred to herein meansin each case, unless the context otherwise indicatedrequires. Except as otherwise specifically provided herein, such agreementall references in this Agreement to any statute include the rules and regulations promulgated thereunder, instrumentin each case as amended, lawre-enacted, rule consolidated or statute as replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, modified re-enacted, consolidated or supplementedreplaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to Except as otherwise specifically provided herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities references in this Agreement against to any party that drafted agreement (including this Agreement), Contract, document or prepared it is of no application instrument mean such agreement, contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and is hereby expressly waived by any other documents attached thereto, in each case as of the parties hereto, date hereof and any controversy over interpretations only to the extent made available as of this Agreement shall be decided without regards to events of drafting or preparationthe date hereof.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement letter agreement shall be decided without regards regard to events of drafting or preparation.

Interpretation and Construction. (a) Unless otherwise provided herein, all monetary values stated herein are expressed in United States currency and all references to “dollars” or “$” will be deemed references to the lawful money of the United States. (b) The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. When a reference is made in this Agreement to a party or to a Section, Exhibit or Schedule, such reference shall be to a party to, a Section of of, or an Exhibit or Schedule to, this Agreement, unless otherwise indicated. The headings contained All terms defined in this Agreement are for reference purposes only and shall not affect have their defined meanings when used in any way the meaning Exhibit or interpretation of Schedule to this Agreement or any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. Whenever used in this Agreement, “business day” shall mean any day, other than a Saturday or a Sunday or a day on which banking and savings and loan institutions are authorized or required by applicable Law to be closed in the State of New York. Whenever the words “include,” ”, “includes” and ”, “including” or “such as” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “willor” when used in this Agreement is not exclusive. 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”. Whenever used in this Agreement, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. Any Contract or statute defined or referred to herein means such Contract or statute as from time to time amended, supplemented or modified, including (i) in the case of Contracts, by waiver or consent and, in the case of statutes, by succession of comparable successor statutes and (ii) all attachments thereto and instruments incorporated thereby. The words “asset” and “property” shall be construed to have the same meaning as and effect. References to a Person are also to its permitted successors and assigns. The phrase “delivered” or “made available” shall mean that the word “shall.” The words “dates hereof” will refer information referred to has been physically or electronically delivered to the date relevant parties hereto or their representatives, including, in the case of this Agreement. The word “ormade available” is not exclusive. The definitions contained in this Agreement are applicable to Buyer, material that has been posted to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationData Room.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of In interpreting and construing this Agreement, unless otherwise indicatedthe following principles shall be followed: (a) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms “herein,” “hereof,” “hereby,” and “hereunder,” and other similar terms refer to this Agreement as a whole and not only to the particular Article, Section or subdivision in which any such terms may be employed. The terms “include,” “includes,” and “including” shall be deemed to be followed by “without limitation”. The plural shall be deemed to include the singular, and vice versa. (b) Unless the context of this Agreement clearly requires otherwise, references to Articles, Sections, subsections, Exhibits and Schedules refer to the Articles, Sections, and subdivisions of, and Exhibits and Schedules to, this Agreement. (c) Any accounting term not otherwise defined herein has the meaning assigned to it under GAAP. Words not otherwise defined herein that have well-known and generally accepted technical or trade meanings in the oil and gas industry are used herein in accordance with such recognized meanings. (d) The table of contents and headings contained in this Agreement are for reference purposes only only, and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” . (e) Each exhibit, attachment, and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer schedule to this Agreement as constitutes a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation part of this Agreement and is incorporated herein by reference, but if there is any conflict or inconsistency between the documents referred to herein, main body of this Agreement and any and all drafts relating thereto exchanged among exhibit, attachment, or schedule, the parties shall be deemed the work product of all provisions of the parties and may not be construed against any party by reason main body of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application shall prevail. (f) Every covenant, term and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations provision of this Agreement shall be decided without regards construed simply according to events its fair meaning and not strictly for or against any Party (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the Parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. (g) Any reference to a statute, regulation or preparationlaw shall include any amendment thereof or any successor thereto, and any rules and regulations promulgated thereunder. (h) Any reference to “$” or “dollars” means United States Dollars.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto Company and the Stockholder Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall will be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties heretoCompany and the Stockholder Parties, and any controversy over interpretations of this Agreement shall will be decided without regards regard to events of drafting or preparation. References to specified rules promulgated by the SEC shall be deemed to refer to such rules in effect as of the date of this Agreement. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” When a reference is made in this Agreement to any Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule (other than rules promulgated by the SEC) or statute as from time to time amended, modified or supplemented. The obligations of each of the Stockholder Parties under this Agreement are several and not joint, and no Stockholder Party shall be responsible for the performance of the obligations of the other Stockholder Party (or its Restricted Persons acting on its behalf); provided, however, that this sentence shall not limit any consequences expressly imposed by any provision set forth in this Agreement, including Section 1(h).

Interpretation and Construction. When (a) If any question should arise with respect to the operation of the Partnership, which is not otherwise specifically provided for in this Agreement, or with respect to the interpretation of this Agreement, the Board is hereby authorized to make a reference final determination with respect to any such question and to interpret this agreement in such a manner as it shall deem fair and equitable, and its determination and interpretations so made shall be final and binding on all parties. Whenever possible, the provisions of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under said applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall continue to be binding and in full force and effect. (b) Unless the context otherwise requires or as otherwise specifically set forth: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) references to Articles and Sections refer to Articles and Sections of this Agreement; (iii) the term “include” or “includes” means include or includes, without limitation or exception, and “including” means including, without limitation or exception; (iv) to the extent that the Partnership, the General Partner, the Board, any Officer, or any other Person is made required or permitted to take any action, make any determination or provide any consent hereunder, such action, determination or consent shall be taken, made, provided or withheld in the Partnership’s, the General Partner’s, the Board’s, such Officer’s, or such Person’s, as the case may be, sole and absolute discretion; (v) any references in this Agreement to a Section, such reference statute shall be to such statute or any successor law, as amended from time to time, and the rules regulations and orders thereunder, as amended from time to time, and any reference herein to a Section specific section or sections of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they a statute shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as include a whole and not reference to any particular corresponding provision of this Agreement. The word “will” shall be construed to have the same meaning successor law(s), as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as amended from time to time amended, modified or supplemented. Each of the parties hereto acknowledges time; and (vi) all terms that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same relate to accounting matters shall be interpreted in accordance with the advice of said independent counsel. Each party cooperated and participated generally accepted accounting principles in effect in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationUnited States.

Interpretation and Construction. (a) Unless otherwise provided herein, all monetary values stated herein are expressed in U.S. currency and all references to “dollars” or “$” will be deemed references to the lawful money of the United States of America. (b) Each accounting term set forth herein and not otherwise defined shall have the meaning accorded it under GAAP as applied on a consistent basis by Seller. For the avoidance of doubt, in the event of any discrepancy between GAAP and the provisions of this Agreement, the provisions of this Agreement shall control. (c) Whenever conversion of values from any Foreign Currency for a particular date or period shall be required, such conversion shall be made using the data provided by Bloomberg (the “Exchange Rate”) three business days prior to the applicable date or dates. (d) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. When a reference is made in this Agreement to a party or to a Section, Exhibit or Schedule, such reference shall be to a party to, a Section of of, or an Exhibit or Schedule to, this Agreement, unless otherwise indicated. The headings contained All terms defined in this Agreement are for reference purposes only and shall not affect have their defined meanings when used in any way the meaning Exhibit or interpretation of Schedule to this Agreement or any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. Whenever used in this Agreement, “business day” shall mean any day, other than a Saturday or a Sunday or a day on which banking institutions are authorized or required by applicable Law to be closed in the State of New York (and, in the case of the first sentence of Section 6.03(b), Portugal or Brazil, as applicable). Whenever the words “include,” ”, “includes” and ”, “including” or “such as” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “willextent” 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”. Whenever used in this Agreement, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. Any agreement, instrument, statute, rule or regulation defined or referred to herein means such agreement, instrument, statute, rule or regulation as from time to time amended, supplemented or modified, including (i) (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, rules or regulations) by succession of comparable successor Laws and (ii) all attachments thereto and instruments incorporated therein. The words “asset” and “property” shall be construed to have the same meaning as and effect. References to a Person shall be construed to include its successors and assigns (subject to any restrictions on assignment set forth herein). In the word “shall.” The words “dates hereof” will refer to the date event of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of any conflict between this Agreement and any Country Transfer Agreement, the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations terms of this Agreement shall be decided without regards to events of drafting or preparationcontrol.

Interpretation and Construction. When a reference is made The parties have participated jointly in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only the negotiation and shall not affect in any way the meaning or interpretation drafting of this Agreement. Whenever In the words “include,” “includes” event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and “including” are used in no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise provided herein, they shall all monetary values stated herein are expressed in United States currency and all references to “dollars” or “$” will be deemed references to be followed by the words “without limitation.” lawful money of the United States. The words “hereof, ,” “herein” and “hereunder” and words of similar like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “party” or “parties” shall refer to parties to this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. Any capitalized term used in any Exhibit or the Seller Disclosure Letter but not otherwise defined therein shall have the meaning given to such term in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they 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. The word “or” when used in this Agreement is not exclusive. 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.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The words “dates hereofWriting,” will “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder (provided that for purposes of this Agreement. The word “or” is not exclusive. The definitions any representations and warranties contained in this Agreement that are applicable made as of a specific date or dates, references to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or any statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). Any reference to “days” means calendar days unless Business Days are expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the work product of all of first succeeding Business Day thereafter. If the parties and may not be construed against any party by reason of its drafting or preparation. AccordinglyClosing shall occur, any rule of law or any legal decision that would require interpretation of any ambiguities notwithstanding anything in this Agreement against to the contrary, any party that drafted or prepared it is payment obligation of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement Buyers hereunder shall be decided without regards a joint and several obligation of Buyers and the Transferred Entities and Buyers shall cause the Transferred Entities to events of drafting or preparationcomply with this obligation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless context otherwise requires, references herein to Exhibits, Sections or Schedules mean the Exhibits, Sections or Schedules attached to this Agreement. The term “including” shall be deemed to mean “including without limitation” in all instances. In all instances, the term “or” shall not be deemed to be exclusive. For all purposes of this Agreement, and any exhibit, appendix or attachment hereto (including, for the avoidance of doubt, Exhibit A), the Icahn Group and its Icahn Affiliates shall in no event be deemed to beneficially own less than six percent (6%), or three percent (3%), as applicable, of the outstanding Common Shares unless the Icahn Group’s crossing of any such threshold is the result of sales of Common Shares or transactions described in Rule 14e-4(a)(1) of the Exchange Act (but excluding, for the avoidance of doubt, any cash-settled swaps or other cash-settled instruments) by, or on behalf of, the Icahn Group or its Icahn Affiliates (i.e., issuances of Common Shares, or similar actions, by the Company shall have no effect on the deemed beneficial ownership of Common Shares by the Icahn Group and its Icahn Affiliates for purposes of this this Agreement, or any exhibit, appendix or attachment hereto (including, for the avoidance of doubt, Exhibit A)).

Interpretation and Construction. When (a) Any reference herein to a section or clause shall be deemed to include a reference is to any subsection and sub-clause thereof. The titles and subtitles used in this Agreement, the table of contents and the recitals at the beginning of this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. Any reference made in this Agreement to a Sectionstatute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of the Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as such reference shall be to a Section of statutory provision referenced in this Agreement, unless otherwise indicated. and to any then applicable rules or regulations promulgated thereunder. (b) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” and “includes” and “including” are and variations thereof used in this Agreementherein shall not be deemed to be terms of limitation, they but rather shall be deemed to be followed by the words “without limitation.” in each case, unless otherwise expressly indicated to the contrary. The words “herein,” “hereof, “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole (including its Schedules and Exhibits), unless the context clearly indicates to the contrary. (c) Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. (d) This Agreement has been carefully negotiated between the parties hereto with the full involvement and assistance of their respective legal counsel. The construction of this Agreement shall not to take into consideration the party who drafted or whose representative drafted any particular provision portion of this Agreement. The word “will” No canon of construction or presumption or other laws or rules relating to the interpretation of contracts against the drafter of any particular clause shall be construed to have applicable and each party expressly waives the same meaning as the word “shallsame.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusivemeans “and/or”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties heretoParties, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates date hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among between the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When (a) Notwithstanding anything herein to the contrary, the representations and warranties of Seller hereunder shall be deemed to have been made by Seller only as to itself and only as to the items of Purchased Assets owned by it and not as to any items of Purchased Assets owned by another. (b) The Parties acknowledge that, in connection with negotiating and executing this Agreement, each has had its own counsel and advisors and that each has reviewed and participated in the drafting of this Agreement. The fact that the initial draft of this Agreement was prepared by Xxxxx’s counsel as a reference is made matter of convenience shall have no import or significance to the construction of this Agreement. Any uncertainty or ambiguity in this Agreement to a Section, shall not be construed against either Party because such reference shall be to a Section Party’s counsel participated in the drafting of this Agreement, unless otherwise indicated. The Any rule of construction that requires any ambiguities to be interpreted against the drafter shall not be employed in the interpretation of: (i) this Agreement; (ii) any exhibits to this Agreement; or (iii) any document drafted or delivered in connection with the transactions contemplated by this Agreement. (c) Any captions or headings contained used in this Agreement are for reference purposes convenience only and shall do not affect in any way define or limit the meaning or interpretation scope of this Agreement. (d) The singular of any term, including any defined term, shall include the plural and the plural of any term shall include the singular. Whenever The use of any pronoun with respect to gender shall include the words neutral, masculine, feminine and plural. “includeInclude,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words Words such as “herein,” “hereof, ,” “hereinhereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision Section or Subsection of this Agreement. The word “willPerson” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law includes a natural person or any legal decision that would require interpretation corporation, limited liability company, partnership, trust or other type of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationentity validly formed.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of a) In this Agreement, unless otherwise indicated. The headings contained in this Agreement are for the contrary intention appears, a reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as to (i) a whole and not to any particular provision of this Agreement. The word “will” shall be construed law is a reference to have the same meaning that provision as the word “shall.” The words “dates hereof” will refer amended or re-enacted; (ii) a person includes its successors, transferees and assigns; (iii) any document, agreement or other instrument is a reference to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreementthat document, instrument, law, rule agreement or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute other instrument as from time to time amended, modified modified, restated, novated, varied or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution ; (iv) a Clause or a Schedule is a reference to a clause or a schedule of this Agreement, ; and (v) words denoting the plural shall include the singular and that it has executed the same with the advice of said independent counsel. Each party cooperated vice versa and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties words denoting one gender shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations include another gender. b) No provision of this Agreement shall be decided without regards interpreted adversely against a Party solely because that Party was responsible for drafting that particular provision or because that Party is relying on that particular provision. c) English language words used in this Agreement intend to events describe Belgian legal concepts only and the consequences of drafting the use of those words in English law or preparationany other foreign law shall be disregarded. d) This Agreement has been drawn up in English. In the event of any discrepancy between the English text of this Agreement or any agreement resulting therefrom or relating thereto and any translation thereof, the English language version shall prevail. e) Any Belgian legal concept referred to in this Agreement shall, in respect of any jurisdiction other than Belgium, be deemed to include such concepts as in that jurisdiction most closely approximate the Belgian legal concept. f) The words “include”, “included” or “including” are used to indicate that the matters listed are not a complete enumeration of all matters covered. g) Any Schedule and Annex referred to in this Agreement forms an integral part of this Agreement and any reference to this Agreement shall include a reference to the Schedules and Annexes. In the event of any inconsistency or contradiction between the body of this Agreement and any of the Schedules or Annexes, the provisions of the former shall take preference. h) The titles and headings in this Agreement or any agreement resulting therefrom or relating thereto are inserted for convenience and reference only and shall in no way affect the meaning, construction or interpretation of any provision thereof.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. Each of the Company and the Mill Road Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Each of the Company and the Mill Road Parties and their respective counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties hereto will be deemed the work product of all of the parties hereto and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by the Company and the Mill Road Parties, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation. References to specified rules promulgated by the SEC will be deemed to refer to such rules in effect as of the date of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” When a reference is made in this Agreement to a any Section, such reference shall will be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall will not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall will refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule (other than rules promulgated by the SEC) or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties Parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. The obligations of each PW Group Shareholder or XX Xxxx Group Shareholder herein shall be understood to apply to each of their respective Affiliates and Associates, and each PW Group Shareholder and each XX Xxxx Group Shareholder agrees that it will cause its respective Affiliates and Associates to comply with the terms of this Agreement. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement, it being understood that such terms shall not include non-employee investors in any PW Group Shareholder or XX Xxxx Group Shareholder, respectively, or any portfolio company of any PW Group Shareholder or XX Xxxx Group Shareholder, respectively, in each case that are not controlled by any of the PW Group Shareholders or Xx. Xxxxx, alone or in combination, or by any of the XX Xxxx Group Shareholders or Xxxxx Xxxx, alone or in combination. As used in this Agreement, the term “Bylaws” shall mean the Third Amended and Restated By-laws of the Company filed as Exhibit 3.2 to the Form 8-K filed by the Company on September 17, 2014. As used in this Agreement, the term “Group 13Ds” shall mean the respective Schedules 13D filed by each of the PW Group Shareholders and the XX Xxxx Group Shareholders prior to the date hereof and as amended prior to the date hereof. As used in this Agreement, the term “Third Party” shall mean any person or entity not (A) a party to this Agreement, (B) a member of the Board, (C) an officer of the Company, or (D) an Affiliate or Associate of the PW Group/XX Xxxx Group Shareholders. As used in this Agreement, the term “Representatives” shall mean, with respect to any person, such person’s directors, officers, employers (and their employees), employees, managers, agents, consultants, advisors or other representatives, including legal counsel, accountants and financial advisors.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties Parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties Parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties Parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. The obligations of each PW Group Shareholder, Luxor Shareholder or Xxxxxx Shareholder herein shall be understood to apply to each of their respective Affiliates and Associates, and each PW Group Shareholder, each Luxor Shareholder and each Xxxxxx Shareholder agrees that it will cause its respective Affiliates and Associates to comply with the terms of this Agreement. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement, it being understood, that such terms shall not include non-employee investors in any PW Group Shareholder, Luxor Shareholder or Xxxxxx Shareholder, respectively, or any portfolio company of any PW Group Shareholder, Luxor Shareholder or Xxxxxx Shareholder, respectively, in each case that are not controlled by any of the PW Group Shareholders or Xx. Xxxxx, alone or in combination, by any of the Luxor Shareholders or Xxxxxxxxx Xxxxx, alone or in combination, or by any of the Xxxxxx Shareholders, Xx. Xxxxxxxxx or Xx. Xxxxxx, alone or in combination, and for the avoidance of doubt, that any Affiliate or Associate controlled by Xx. Xxxxx shall be considered an Affiliate or Associate, respectively, of each PW Group Shareholder, any Affiliate or Associate controlled by Xxxxxxxxx Xxxxx shall be considered an Affiliate or Associate, respectively, of each Luxor Shareholder, and any Affiliate or Associate controlled by Xx. Xxxxxxxxx or Xx. Xxxxxx shall be considered an Affiliate or Associate, respectively, of each Xxxxxx Shareholder. As used in this Agreement, the term “Group 13D” shall mean, with respect to PW Group/Luxor/Xxxxxx Shareholders, the Schedule 13D filed by the PW Group/Luxor/Xxxxxx Shareholders prior to the date hereof and as amended prior to the date hereof. As used in this Agreement, the term “Third Party” shall mean any person or entity not (A) a party to this Agreement, (B) a member of the Board, (C) an officer of the Company, or (D) an Affiliate or Associate of the PW Group/Luxor/Xxxxxx Shareholders. As used in this Agreement, the term “Representatives” shall mean, with respect to any person, such person’s directors, officers, employers (and their employees), employees, managers, agents, consultants, advisors or other representatives, including legal counsel, accountants and financial advisors.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates date hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties Parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among between the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties Parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a (a) The table of contents and headings herein are for convenience of reference is made in only, do not constitute part of this Agreement and shall not be deemed to a limit or otherwise affect any of the provisions hereof. (b) The Preamble, and all Recital, Article, Section, such reference shall be to a Section of this AgreementSubsection, unless otherwise indicated. The headings contained and Schedule, Annex and Exhibit references used in this Agreement are to the recitals, articles, sections, subsections, and schedules, annexes and exhibits to this Agreement unless otherwise specified herein. (c) Except as otherwise expressly provided herein, for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever : (i) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ii) words importing one gender shall include all other genders; (iii) whenever the words “include,” “includes” and or “including” are used in this Agreementused, they shall be deemed to be followed by the words “including without limitation.”; (iv) the word “or” The is not exclusive; (v) the words “hereto,” “hereof, ,” “hereby,” “herein,” and “hereunder” and words of similar import when used terms in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as ; and (vi) the word “shallextent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”. (d) Except as otherwise expressly provided herein, the term “dollars” The words and the symbol “dates hereof$” will mean United States Dollars. (e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days, shall refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained calendar days unless Business Days are specified. (f) Except as otherwise expressly provided herein, all references in this Agreement are applicable to any statute include the singular rules and regulations promulgated thereunder, in each case as well as the plural forms of such terms. Any agreementamended, instrumentre-enacted, law, rule consolidated or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, modified re-enacted, consolidated or supplementedreplaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. (g) The Company Disclosure Letter and Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article IV or Article V, as applicable, or to one or more covenants contained in this Agreement. Each Inclusion of any items or information in the parties hereto acknowledges Company Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that it any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has been represented by counsel had or would reasonably be expected to have either a Company Material Adverse Effect or to affect the interpretation of its choice throughout all negotiations that have preceded the execution such term for purposes of this Agreement. (h) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events construed as if drafted jointly by the Parties, and no presumption or burden of drafting proof shall arise favoring or preparationdisfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation and Construction. When a reference is made The parties hereto have participated jointly in this Agreement to a Section, such reference shall be to a Section the negotiation and drafting of this Agreement. Consequently, unless otherwise indicatedin the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or is favoring any party by virtue of the authorship of any provision of this Agreement. The words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. All references in this Agreement to Sections shall refer to sections of this Agreement unless the context shall require otherwise. The words “include,” “includes” and “including” shall not be limiting and shall be deemed to be followed by the phrase “without limitation.” The word “day” means calendar day, and any reference to a number of days shall refer to calendar days (unless Business Days are specified). When calculating the period of time before which, within which or following which any act is to be done or step is to be taken pursuant to this Agreement, the date that is the reference date in calculating 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. Any agreementreference in this Agreement to “$” means U.S. dollars. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”. The word “or” is not exclusive and the words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation, instrument, law, rule or statute defined or referred to herein meansin each case, unless the context otherwise indicatedrequires. Except as otherwise specifically provided herein, such agreementall references in this Agreement to any statute include the rules and regulations promulgated thereunder, instrumentin each case as amended, lawre-enacted, rule consolidated or statute as replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, modified re-enacted, consolidated or supplementedreplaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to Except as otherwise specifically provided herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities references in this Agreement against to any party that drafted agreement (including this Agreement), Contract, document or prepared it is of no application instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and is hereby expressly waived by any other documents attached thereto, in each case as of the parties hereto, date hereof and any controversy over interpretations only to the extent made available as of this Agreement shall be decided without regards to events of drafting or preparationthe date hereof.

Interpretation and Construction. When a (a) The table of contents and headings herein are for convenience of reference is made in only, do not constitute part of this Agreement and shall not be deemed to a limit or otherwise affect any of the provisions hereof. (b) The Preamble, and all Recital, Article, Section, such reference shall be to a Section of this AgreementSubsection, unless otherwise indicated. The headings contained Schedule, Annex and Exhibit references used in this Agreement are to the recitals, articles, sections, subsections, schedules, annexes and exhibits to this Agreement unless otherwise specified herein. (c) Except as otherwise expressly provided herein, for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever : (i) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iii) whenever the words “include,” “includes” and or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation.”; (iv) the word “or” The is not exclusive; (v) the words “hereto,” “hereof, ,” “hereby,” “herein,” and “hereunder” and words of similar import when used terms in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as ; (vi) the word “shallextent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and (vii) a reference to any Person includes such Person’s successors and permitted assigns. (d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. (e) Except as otherwise expressly provided herein, the term “dollars” The words and the symbol “dates hereof$” will mean United States Dollars. (f) Unless the context requires otherwise, references in this Agreement to “Spinco” shall also be deemed to refer to the date applicable member of this Agreement. The word the Spinco Group, references to “orRemainco” is not exclusive. The definitions contained shall also be deemed to refer to the applicable member of the Remainco Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Spinco or Remainco shall be deemed to require Spinco (and, from and after the Closing, RMT Partner) or Remainco, as the case may be, to cause the applicable members of the Spinco Group or the Remainco Group, respectively, to take, or refrain from taking, any such action. (g) Except as otherwise expressly provided herein, all references in this Agreement are applicable to any statute include the singular rules and regulations promulgated thereunder, in each case as well as the plural forms of such terms. Any agreementamended, instrumentre-enacted, law, rule consolidated or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, modified re-enacted, consolidated or supplementedreplaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. (h) The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Each Nothing in the Exhibits or Schedules constitutes an admission of any Liability or obligation of any member of the parties hereto acknowledges Remainco Group or the Spinco Group or any of their respective Affiliates to any Third Party, nor, with respect to any Third Party, an admission against the interests of any member of the Remainco Group or the Spinco Group or any of their respective Affiliates. The inclusion of any item or Liability or category of item or Liability on any Exhibit or Schedule is made solely for purposes of allocating potential Liabilities among the Parties and shall not be deemed as or construed to be an admission that it has been represented any such Liability exists. (i) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by counsel the Parties, and no presumption or burden of its choice throughout all negotiations that have preceded proof shall arise favoring or disfavoring any Party by virtue of the execution authorship of any provision of this Agreement, and . (j) In the event of any inconsistency or conflict that it has executed the same with the advice of said independent counsel. Each party cooperated and participated may arise in the drafting application or interpretation of the definitions of “Spinco Transferred Assets” and preparation “Remainco Transferred Assets” or the definitions of “Spinco Assumed Liabilities” and “Remainco Assumed Liabilities” the explicit inclusion of an item on any Schedule referred to in either definition shall take priority over any textual provision of either definition that would otherwise operate to include or exclude such Asset or Liability, as applicable, from the applicable definition. (k) In the event of any inconsistency between this Agreement and any Exhibit or Schedule hereto, the Exhibit or Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of (a) this Agreement and the documents referred provisions of any Ancillary Agreement or Continuing Arrangement, such Ancillary Agreement or Continuing Arrangement shall control (except with respect to hereinany provisions relating to the Transfer of Assets to, or the Assumption of Liabilities by, a Party or a member of its Group, the Separation, the Spinco Distribution, the covenants and obligations set forth in Article IV, Article V, Article VI, Article VII, and Article VIII or the application of this Article IX to the terms of this Agreement (or, in each case, any indemnification rights pursuant to this Agreement in respect thereof and/or any other remedies pursuant to this Agreement in respect of any breach of any covenant or obligation under this Agreement), in which case this Agreement shall control), (b) this Agreement and all drafts relating thereto exchanged among the parties any Conveyancing and Assumption Instrument, this Agreement shall be deemed the work product of all control and (c) this Agreement and any agreement which is not an Ancillary Agreement (other than a Conveyancing and Assumption Instrument), this Agreement shall control unless both (x) it is specifically stated in such agreement that such agreement controls and (y) such agreement has been executed by a member of the parties Remainco Group and may not be construed against any party by reason of its drafting or preparationthe Spinco Group. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities Except as expressly set forth in this Agreement against or any party that drafted or prepared it is of no application Ancillary Agreement, (i) all matters relating to Taxes and is hereby expressly waived by each Tax Returns of the parties heretoParties and their respective Subsidiaries shall be governed exclusively by the Tax Matters Agreement and (ii) for the avoidance of doubt, in the event of any conflict between this Agreement or any Ancillary Agreement, on the one hand, and any controversy over interpretations the Tax Matters Agreement, on the other hand, with respect to such matters, the terms and conditions of this the Tax Matters Agreement shall be decided without regards to events of drafting or preparationgovern.

Interpretation and Construction. When a reference is made in this Agreement to a SectionUnless otherwise expressly provided, such reference shall be to a Section for the purposes of this Agreement, unless otherwise indicated. the following rules of interpretation shall apply: (i) The Section headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of hereof. (ii) When a reference is made in this Agreement. Agreement to a section, paragraph or exhibit, such reference shall be to a section, paragraph or exhibit hereof unless otherwise clearly indicated to the contrary. (iii) Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” ” (iv) The words “hereof, ,” “herein” and “hereunderherewith” and words of similar import when used in this Agreement shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. . (v) The word “willextent” in the phrase “to the extent” shall be construed mean the degree to have the same meaning as the word which a subject or other thing extends, and such phrase shall not mean simply “shallif.” The words “dates hereof” will refer to the date of this Agreement. ” (vi) The word “or” is shall not be exclusive. . (vii) The definitions contained in this Agreement are meaning assigned to each term defined herein shall be equally applicable to both the singular as well as and the plural forms of such termsterm, and words denoting any gender shall include all genders. Any agreementWhere a word or phrase is defined herein, instrumenteach of its other grammatical forms shall have a corresponding meaning. (viii) A reference to any legislation or to any provision of any legislation shall include any amendment to, lawand any modification or re-enactment thereof, rule any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or statute defined or referred pursuant thereto. (ix) A reference to herein meansany period of days shall be deemed to be to the relevant number of calendar days, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the specified. (x) The parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated jointly in the negotiation and drafting and preparation of this Agreement and (including the documents referred to hereinexhibit hereto). In the event an ambiguity or question of intent or interpretation arises, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events construed as if drafted jointly by the parties, and no presumption or burden of drafting proof shall arise favoring or preparationdisfavoring any party by virtue of the authorship of any provisions hereof.

Interpretation and Construction. 7.12.1 Unless otherwise provided herein, all monetary values stated herein are expressed in United States currency and all references to “dollars” or “$” will be deemed references to the lawful money of the United States. Each accounting term set forth herein and not otherwise defined shall have the meaning accorded it under U.S. GAAP. For the avoidance of doubt, in the event of any discrepancy between U.S. GAAP and the provisions of this Agreement, the provisions of this Agreement shall control. Whenever conversion of values from any Foreign Currency for a particular date or period shall be required, such conversion shall be made using the closing exchange rate for the date that is three Business Days prior to the applicable date or dates, as the case may be, as reported by Bloomberg L.P. (the “Exchange Rate”) on the close of business in New York, New York three Business Days prior to the applicable date or dates. 7.12.2 The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. When a reference is made in this Agreement to a party or to a Section, Exhibit or Schedule, such reference Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. shall be to a Party to, a Section of of, or an Exhibit or Schedule to, this Agreement, unless otherwise indicated. The headings contained All terms defined in this Agreement are for reference purposes only and shall not affect have their defined meanings when used in any way the meaning Exhibit or interpretation of Schedule to this Agreement. Agreement or any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. 7.12.3 Whenever the words “include,” ”, “includes” and ”, “including” or “such as” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders and the word “or” is used in the inclusive sense (and/or). The word “willextent” 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”. The words “asset” and “property” shall be construed to have the same meaning as the word “shalland effect.” 7.12.4 The words “dates hereof” will refer to the date captions of this Agreement. The word “or” is not exclusive. The definitions Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Agreement. 7.12.5 Any agreement, instrument, law, rule instrument or statute defined or referred to herein means, unless otherwise indicated, means such agreement, instrument, law, rule instrument or statute as from time to time amended, modified supplemented or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreementmodified, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated including (a) (in the drafting case of agreements or instruments) by waiver or consent and preparation (in the case of this Agreement statutes) by succession of comparable successor statutes and the documents referred (b) all attachments thereto and instruments incorporated therein. 7.12.6 References to herein, a Person are also to its permitted successors and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationassigns.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, Agreement unless otherwise indicated. The Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” ”, “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” ”. The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word term “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule instrument or statute Law defined or referred to herein means, unless otherwise indicated, means such agreement, instrument, law, rule instrument or statute Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. When calculating the 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 calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not must be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared as if it is of no application and is hereby expressly waived drafted by each of all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any controversy over interpretations party by virtue of authorship of any of the provisions of this Agreement. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. Any reference in this Agreement to a date or time shall be decided without regards deemed to events be such date or time in the City of drafting or preparationNew York, New York, U.S.A., unless otherwise specified.

Interpretation and Construction. When a reference is made The parties hereto have participated jointly in this Agreement to a Section, such reference shall be to a Section the negotiation and drafting of this Agreement. Consequently, unless otherwise indicatedin the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or is favoring any party by virtue of the authorship of any provision of this Agreement. The words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. All references in this Agreement to Sections shall refer to sections of this Agreement unless the context shall require otherwise. The words “include,” “includes” and “including” shall not be limiting and shall be deemed to be followed by the phrase “without limitation.” The word “day” means calendar day, and any reference to a number of days shall refer to calendar days (unless Business Days are specified). When calculating the period of time before which, within which or following which any act is to be done or step is to be taken pursuant to this Agreement, the date that is the reference date in calculating 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. Any agreementreference in this Agreement to “$” means U.S. dollars. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”. The word “or” is not exclusive and the words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation, instrument, law, rule or statute defined or referred to herein meansin each case, unless the context otherwise indicatedrequires. Except as otherwise specifically provided herein, such agreementall references in this Agreement to any statute include the rules and regulations promulgated thereunder, instrumentin each case as amended, lawre-enacted, rule consolidated or statute as replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, modified re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented. Each , qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto, in each case as of the parties hereto acknowledges that it has been represented by counsel date hereof and only to the extent made available as of its choice throughout all negotiations that have preceded the execution date hereof. All representations, warranties, covenants and agreements of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties each Stockholder shall be deemed the work product to be joint and several representations, warranties, covenants and agreements of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationStockholders.

Interpretation and Construction. When a reference is made in In this Agreement to a Section, such reference shall be to a Section of this Redevelopment Agreement, unless the context otherwise indicated. requires: (a) The headings contained terms "hereby", "hereof", "hereto", "herein", "hereunder" and any similar terms, as used in this Agreement are Redevelopment Agreement, refer to this Redevelopment Agreement, and the term "hereafter" means after, and the term "heretofore" means before the Effective Date. (b) Words importing a particular gender mean and include correlative words of every other gender and words importing the singular number mean and include the plural number and vice versa. (c) Words importing persons mean and include firms, associations, partnerships (including limited partnerships), trusts, corporations, limited liability companies and other legal entities, including public or governmental bodies, as well as natural persons. (d) Any headings preceding the texts of the several Articles and Sections of this Redevelopment Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference purposes only and shall not affect in any way the meaning or interpretation constitute a part of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Redevelopment Agreement, nor shall they shall be deemed affect its meaning, construction or effect. (e) Unless otherwise indicated, all approvals, consents and acceptances required to be followed given or made by the words “without limitation.” any Person or Party hereunder shall not be unreasonably withheld, conditioned, or delayed. The words “hereof, “herein” and “hereunder” and "consent" or "approve" or words of similar import when used in this import, shall mean the prior written consent or approval of the Agency or Redeveloper, as the case may be, unless expressly stated to the contrary herein. (f) Each right of the Agency or Redeveloper to review or approve any actions, plans, specifications, or other obligations hereunder shall be exercised by the official(s) with the legal authority to conduct such review or grant such approvals. Any review contemplated by the Agreement shall refer be made in a timely manner. Upon request of the either Party, the applicable Person shall inform the Person requesting such information of all applicable officials having requisite approval powers to this review or grant such requests for approval. (g) All notices to be given hereunder and responses thereto shall be given, unless a certain number of days is specified, within a reasonable time, which shall not be more than twenty (20) days, unless the Agreement as a whole expressly provides, or the context dictates, otherwise. (h) Unless otherwise indicated, any “fees and not to any particular provision of this Agreement. The word “willexpenses” shall be construed required to have the same meaning as the word “shallbe customary and reasonable.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When (a) If any question should arise with respect to the operation of the Partnership, which is not otherwise specifically provided for in this Agreement, or with respect to the interpretation of this Agreement, the Board is hereby authorized to make a reference final determination with respect to any such question and to interpret this agreement in such a manner as it shall deem fair and equitable, and its determination and interpretations so made shall be final and binding on all parties. Whenever possible, the provisions of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under said applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall continue to be binding and in full force and effect. (b) Unless the context otherwise requires or as otherwise specifically set forth: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) references to Articles and Sections refer to Articles and Sections of this Agreement; (iii) the term "include" or "includes" means include or includes, without limitation or exception, and "including" means including, without limitation or exception; (iv) to the extent that the Partnership, the General Partner, the Board, any Officer, or any other Person is made required or permitted to take any action, make any determination or provide any consent hereunder, such action, determination or consent shall be taken, made, provided or withheld in the Partnership's, the General Partner's, the Board's, such Officer's, or such Person's, as the case may be, sole and absolute discretion; (v) any references in this Agreement to a Section, such reference statute shall be to such statute or any successor law, as amended from time to time, and the rules regulations and orders thereunder, as amended from time to time, and any reference herein to a Section specific section or sections of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they a statute shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as include a whole and not reference to any particular corresponding provision of this Agreement. The word “will” shall be construed to have the same meaning successor law(s), as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as amended from time to time amended, modified or supplemented. Each of the parties hereto acknowledges time; and (vi) all terms that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same relate to accounting matters shall be interpreted in accordance with the advice of said independent counsel. Each party cooperated and participated generally accepted accounting principles in effect in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationUnited States.

Interpretation and Construction. In the negotiation of this Agreement, each Party has received advice from its own attorney. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no provision of this Agreement will be interpreted for or against any Party because that Party or its attorney drafted the provision. When a reference is made in this Agreement to a SectionSection or Exhibit, such reference shall be to a Section of of, or an Exhibit to, this Agreement, unless otherwise indicated. The headings contained in this Agreement of Sections are provided for reference purposes convenience only and shall are not intended to affect in any way the meaning construction or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they “business day” shall be deemed mean any day, other than a Saturday or a Sunday or a day on which banking and savings and loan institutions are authorized or required by applicable Law to be followed by closed in the State of New York. All words used in this Agreement are to be construed to be of such gender or number as the circumstances require. The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation.” or “but not limited to” are used in each instance. The words “hereof, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “willor” when used in this Agreement is not exclusive. 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.” The words “asset” and “property” shall be construed to have the same meaning as the word and effect. Where this Agreement states that a Party “shall.,” The words “dates hereofwill,” will refer or “must” perform in some manner or otherwise act or omit to act, it means that the date of Party is legally obligated to do so in accordance with this Agreement. The word “or” is not exclusive. The definitions contained Unless otherwise provided in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated all monetary values stated herein are expressed in the drafting and preparation of this Agreement and the documents referred to herein, and any United States currency and all drafts relating thereto exchanged among the parties references to “dollars” or “$” shall be deemed references to the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationUnited States dollar.

Interpretation and Construction. (a) Unless otherwise provided herein all monetary values stated herein are expressed in United States currency and all references to “dollars” or “$” will be deemed references to the lawful money of the United States. (b) The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. When a reference is made in this Agreement to a Sectionparty or to a Section or Exhibit, such reference shall be to a party to, a Section of of, or an Exhibit to, this Agreement, unless otherwise indicated. The headings contained All terms defined in this Agreement are for reference purposes only and shall not affect have their defined meanings when used in any way the meaning Exhibit to this Agreement or interpretation of any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. Whenever used in this Agreement, “business day” shall mean any day, other than a Saturday or a Sunday or a day on which banking and savings and loan institutions are authorized or required by applicable Law to be closed in the State of New York. Any action to be taken pursuant to this Agreement on or as of a day that is not a business day may be taken on or as of the next succeeding business day. Whenever the words “include,” ”, “includes” and ”, “including” or “such as” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”. Whenever the words “ordinary course of business” are used in this Agreement, they shall be deemed to be followed by the words “consistent with past practice”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “willor” when used in this Agreement is not exclusive. 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”. Whenever used in this Agreement, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. Any agreement, instrument or statute defined or referred to herein means such agreement, instrument or statute as from time to time amended, supplemented or modified, including (i) (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and (ii) all attachments thereto and instruments incorporated therein. The words “asset” and “property” shall be construed to have the same meaning as the word “shalland effect. References to a Person are also to its permitted successors and assigns.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto Company and the D. E. Shaw Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party Both parties and their respective counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall will be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties heretoCompany and the D. E. Shaw Parties, and any controversy over interpretations of this Agreement shall will be decided without regards regard to events of drafting or preparation. References to specified rules promulgated by the SEC shall be deemed to refer to such rules in effect as of the date of this Agreement. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” When a reference is made in this Agreement to any Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule (other than rules promulgated by the SEC) or statute as from time to time amended, modified or supplemented.

Interpretation and Construction. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The terms “Affiliate” and “Associate” in this Agreement have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act, and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein in this Agreement means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. For purposes of this Agreement the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature. Each of the parties hereto Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to hereinin this Agreement, and any and all drafts relating thereto exchanged among the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties heretoParties, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. [Signature Page Follows] If the terms of this Agreement are in accordance with your understanding, please sign below and this Agreement will constitute a binding agreement among us. By: /s/ Xxxxxxxxx X. Lau_________ Name: Xxxxxxxxx X. Xxx Title: President and Chief Executive Officer Acknowledged and agreed to as of the date first written above: By: /s/ Xxxxx X. Breeding_____________ Name: Xxxxx X. Xxxxxxxx Title: General Counsel & Corporate Secretary ValueAct Spring Master Fund, L.P. ValueAct Spring Master Fund A, L.P. VA Partners I, LLC ValueAct Holdings, L.P. ValueAct Holdings II, L.P. ValueAct Holdings GP, LLC ValueAct Capital Management, L.P. ValueAct Capital Management, LLC NEWS RELEASE February 12, 2020 Contact: Xxxxx X. Xxxxxxxxx Telephone: (000) 000-0000 Director, Investor Relations & Strategic Planning E-mail: xx@xxx.xxx HONOLULU - February 12, 2020 - Hawaiian Electric Industries, Inc. (NYSE: HE) (“HEI” or the “Company”) today announced the appointment of Eva Zlotnicka to the Board, effective immediately. In addition, Ms. Zlotnicka has been added to the HEI Board’s Compensation Committee. “We welcome Eva to the HEI Board,” said Xxxx Xxxxxxxx, Chairman of the Board. “Eva’s investment experience in environmental, social, and governance initiatives, as well as academic background in environmental science, will complement the diverse experience of our directors. We look forward to her contributions to the Board as we work with management to pursue some of the nation’s most ambitious renewable energy goals, serve our customers and communities affordably, sustainably and reliably, and drive long-term value for all of our stakeholders, including our shareholders.” Ms. Zlotnicka is a Managing Director of the Spring Fund and Head of Stewardship at ValueAct Capital. Prior to joining ValueAct Capital in February 2018, Ms. Zlotnicka was an environmental, social and governance equity research analyst and a fixed income and derivatives analyst at Xxxxxx Xxxxxxx. Ms. Zlotnicka also serves on the board of Unifi, Inc. Ms. Zlotnicka said, “I’m honored to be joining the HEI board. ValueAct was first attracted to HEI because of its record of progress supporting Hawaii’s commitment to the environment and carbon neutrality. Over the past 18 months, we have established a great appreciation for the State of Hawaii’s unique commitment to renewable energy. We look forward to working with the Company’s leadership as it continues to do what is right for its customers and communities, and I am excited to work with the Company in support of these important goals.” Xxxx Xxxxx, Founder and Chairman of ValueAct and Co-Portfolio Manager of the ValueAct Spring Fund, said, “We appreciate HEI's collaborative approach and look forward to supporting their efforts going forward.”

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section (a) The table of this Agreement, unless otherwise indicated. The contents and headings contained in this Agreement are for convenience of reference purposes only only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect in any way of the meaning or interpretation provisions of this Agreement. Whenever . (b) Unless otherwise specified in this Agreement or the context otherwise requires: (i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, sections, clauses exhibits and schedules to this Agreement and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule; (ii) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (v) whenever the words “include,” “includes” and or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation.” The ”; (vi) the words “hereto,” “hereof, ,” “hereby,” “herein,” and “hereunder” and words of similar import when used in this Agreement terms shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as ; (vii) the word “shall.extent” The in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (viii) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP; (ix) whenever the word “transfer” is used, it shall be deemed to be followed by the words “dates hereofincluding, if applicable, pursuant to the division of a limited liability company, limited partnership or other entity”; (x) references to the “United States” will refer or abbreviations thereof mean the United States of America and its states, territories and possessions; (xi) the rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; (xii) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by Parent, in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest xxxxx; (xiii) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties such obligation shall be deemed satisfied if (x) one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of (I) the Company and accessible by any Specified Persons, Parent or its Representatives or (II) Parent and accessible by the Company and its Representatives, as applicable, in each case in connection with the transactions contemplated by this Agreement prior to the date of this Agreement or (y) information or document is disclosed in the Company Reports filed or furnished on or after the Applicable Date and prior to the date of this Agreement. The word “or” ; (xiv) when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not exclusive. The definitions contained a Business Day, then such action may be validly taken on or by the next day that is a Business Day and references to a number of days shall refer to calendar days unless Business Days are specified; (xv) all references to any (A) statute include the rules and regulations promulgated thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in this Agreement are connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time; and (xvi) all references to the singular as well as the plural forms of such terms. Any (A) any Contract, other agreement, instrumentdocument or instrument (excluding this Agreement) mean such Contract, law, rule or statute defined or referred to herein means, unless otherwise indicated, such other agreement, instrument, law, rule document or statute instrument as amended or otherwise modified from time to time amendedin accordance with the terms thereof and, modified unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or supplemented. Each of the parties hereto acknowledges that it has been represented incorporated therein by counsel of its choice throughout all negotiations that have preceded the execution of reference and (B) this Agreement mean this Agreement, as amended or otherwise modified from time to time in accordance with Section ‎10.5. (c) The Company Disclosure Schedule and that it has executed the same with Parent Disclosure Schedule may include items and information the advice disclosure of said independent counsel. Each party cooperated and participated which is not required either in the drafting and preparation response to an express disclosure requirement of this Agreement and or as an exception to one or more provisions set forth in this Agreement. Inclusion of any such items or information in the documents referred to herein, and any and all drafts relating thereto exchanged among Company Disclosure Schedule or the parties Parent Disclosure Schedule shall not be deemed the work product of all of the parties and may not to be construed against an acknowledgement or agreement that any party by reason of its drafting such item or preparation. Accordingly, any rule of law information (or any legal decision that non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, it has had or would require interpretation of any ambiguities reasonably be expected to result in a Material Adverse Effect. (d) The Parties have jointly negotiated and drafted this Agreement against any party that drafted and if an ambiguity or prepared it is a question of no application and is hereby expressly waived by each of the parties heretointent or interpretation arises, and any controversy over interpretations of this Agreement shall be decided without regards to events construed as if drafted jointly by the Parties, and no presumption or burden of drafting proof shall arise favoring or preparationdisfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation and Construction. Each of the Company and the D. E. Shaw Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Both parties and their respective counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged between the parties will be deemed the work product of both of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by the Company and the D. E. Shaw Parties, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” When a reference is made in this Agreement to a any Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein”, “hereinhereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. (a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are as used in this Agreement, they herein shall be deemed to be followed by the words phrase “without limitation.” The word “or” shall not be exclusive. The contents of each of the Schedules attached hereto form an integral part of this Agreement and any reference to “this Agreement” will be deemed to include each such Schedule. References to an Article, Section or Schedule shall be deemed to be references to an Article or Section of, or a Schedule to, this Agreement unless otherwise indicated. The words “hereby,” “hereof, ,” “herein,” and “hereto,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The Unless otherwise indicated or with respect to “Business Day,” the word “willday” shall be construed interpreted as a calendar day. If any action under this Agreement is required to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” be done or taken on a day that is not exclusivea Business Day, then such action shall be required to be done or taken not on such day but on the next Business Day thereafter. The definitions contained in this Agreement herein are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred terms and to herein means, unless otherwise indicated, the masculine as well as to the feminine and neuter genders of such agreement, instrument, law, rule or statute as from time term. (b) References to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities “Mars Snacking” in this Agreement against shall, where appropriate, be deemed to include, in addition to Mars Snacking, any party that drafted Mars Permitted Transferees as designated by Mars Snacking in its sole discretion. (c) In the event an ambiguity or prepared it is question of no application and is hereby expressly waived by each of the parties heretointent or interpretation arises, and any controversy over interpretations of this Agreement shall be decided without regards construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (d) Where any Shares are held by a nominee for any person, that person (rather than the nominee itself) shall (unless the context requires otherwise) be treated for the purposes of this Agreement as the holder of those Shares and references to events of drafting Shares being “held by” a person, to a person “holding” Shares or preparationto a person who “holds” any such Shares, or equivalent formulations, shall be construed accordingly.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless context otherwise requires, references herein to Exhibits, Sections or Schedules mean the Exhibits, Sections or Schedules attached to this Agreement. The term “including” shall be deemed to mean “including without limitation” in all instances. In all instances, the term “or” shall not be deemed to be exclusive. As used in this Agreement, the term “Synthetic Position” shall mean any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any “swap” transaction with respect to any security, other than a broad based market basket or index), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of any equity securities of the Company or a value determined in whole or in part with reference to, or derived in whole or in part from, the value of any equity securities of the Company and that increases in value as the market price or value of any such securities increases or that provides an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of any such securities, in each case regardless of whether (i) it conveys any voting rights in such securities to any Person, (ii) it is required to be or capable of being settled, in whole or in part, in cash or in equity securities of the Company or otherwise or (iii) any Person (including the holder of such Synthetic Position) may have entered into other transactions that hedge its economic effect. [Signature Pages Follow]

Interpretation and Construction. When a reference is made in this Standstill Agreement to a Section, such reference shall be to a Section of this Standstill Agreement, unless otherwise indicated. The headings contained in this Standstill Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Standstill Agreement. Whenever the words “include,” “includes” and “including” are used in this Standstill Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein” and “hereunder” and words of similar import when used in this Standstill Agreement shall refer to this Standstill Agreement as a whole and not to any particular provision of this Standstill Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates date hereof” will refer to the date of this Standstill Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Standstill Agreement, and that it has executed the same with the advice of said independent such counsel. Each party Party cooperated and participated in the drafting and preparation of this Standstill Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Standstill Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties heretoParties, and any controversy over interpretations of this Standstill Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.. [Signature Pages Follow]

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates date hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of In interpreting and construing this Agreement, unless otherwise indicatedthe following principles shall be followed: (v) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms “herein,” “hereof,” “hereby,” and “hereunder,” and other similar terms refer to this Agreement as a whole and not only to the particular Article, Section or subdivision in which any such terms may be employed. The terms “include,” “includes,” and “including” shall be deemed to be followed by “without limitation”. The plural shall be deemed to include the singular, and vice versa. (w) Unless the context of this Agreement clearly requires otherwise, references to Articles, Sections, subsections, Exhibits and Schedules refer to the Articles, Sections, and subdivisions of, and Exhibits and Schedules to, this Agreement. (x) Any accounting term not otherwise defined herein has the meaning assigned to it under GAAP. Words not otherwise defined herein that have well-known and generally accepted technical or trade meanings in the oil and gas industry are used herein in accordance with such recognized meanings. (y) The table of contents and headings contained in this Agreement are for reference purposes only only, and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” . (z) Each exhibit, attachment, and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer schedule to this Agreement as constitutes a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation part of this Agreement and is incorporated herein by reference, but if there is any conflict or inconsistency between the documents referred to herein, main body of this Agreement and any and all drafts relating thereto exchanged among exhibit, attachment, or schedule, the parties shall be deemed the work product of all provisions of the parties and may not be construed against any party by reason main body of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application shall prevail. (aa) Every covenant, term and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations provision of this Agreement shall be decided without regards construed simply according to events its fair meaning and not strictly for or against any Party (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the Parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. (bb) Any reference to a Law shall include any amendment thereof or preparationany successor thereto, and any rules and regulations promulgated thereunder. (cc) Without limitation to any restrictions on assignment, transfer or alienation in this Agreement, any reference to a Person shall include its successors and assigns. (dd) Any reference to “$” or “dollars” means United States Dollars. (ee) The words “shall,” “shall not,” “will” and “will not” are expressions of command and not merely expressions of future intent or expectation.

Interpretation and Construction. When a (a) The table of contents and headings herein are for convenience of reference is made in only, do not constitute part of this Agreement and shall not be deemed to a Section, such reference shall be to a Section limit or otherwise affect any of the provisions of this Agreement. (b) All Preamble, unless otherwise indicated. The headings contained Recital, Article, Section, Subsection, Company Disclosure Letter and Exhibit references used in this Agreement are to the preamble, recitals, articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified herein and are hereby incorporated in and part of this Agreement as if set forth in full herein. (c) Unless the context expressly otherwise requires, for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever : (i) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (ii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iv) whenever the words “include,” “includes” and or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation.” The whether or not they are in fact followed by those words or words of similar import; (v) the words “hereto,” “hereof, ,” “hereby,” “herein,” and “hereunder” and words of similar import when used terms in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as ; (vi) the word “shall.extent” The in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (vii) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; (viii) the words “dates hereofwriting,” will “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) all references herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires; (x) references to any Person or Governmental Entity include any successor to such Person or Governmental Entity, as applicable; (xi) references in this Agreement to the “United States” or abbreviations thereof mean the United States of America and its territories and possessions and (xii) the term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars. (d) Except as otherwise specifically provided herein, to the extent this Agreement refers to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties, such obligation shall be deemed satisfied if (i) such one or more Parties or Representatives thereof made such information or document available in any virtual datarooms established by or on behalf of the Company in connection with the Transactions or otherwise delivered or provided such information or document to such other Party or Parties or its or their Representatives prior to the execution of this Agreement or (ii) such information or document is publicly available prior to the date of this Agreement on EXXXX to the extent not subject to any redactions or omissions. (e) Except as otherwise specifically provided herein, when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement. The word “or” , the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not exclusivea Business Day, then such action may be validly taken on or by the next day that is a Business Day. The definitions contained References to a number of days shall refer to calendar days unless Business Days are specified. (f) Except as otherwise specifically provided herein, (i) all references to any statute or regulation in this Agreement are include the rules and regulations promulgated thereunder, and unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith and (ii) all references to any Law in this Agreement shall be a reference to such Law as amended, modified, supplemented, re-enacted, consolidated or replaced as of the singular date of this Agreement. (g) Except as well as the plural forms of such terms. Any otherwise specifically provided herein, (i) all references in this Agreement to any Contract, Organizational Document, other agreement, instrumentdocument or instrument (excluding this Agreement) mean such Contract, law, rule or statute defined or referred to herein means, unless otherwise indicated, such other agreement, instrumentdocument or instrument as amended, law, rule supplemented or statute as otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached or incorporated thereto and (ii) all references to this Agreement mean this Agreement as amended, supplemented or otherwise modified from time to time in accordance with Section 10.4. (h) Inclusion of any matter or supplementedinformation in a Company Disclosure Letter shall not be deemed to be an acknowledgement, agreement or admission that any such item or information (or any non-disclosed item or information of comparable or greater significance) is required to be disclosed under this Agreement, constitutes a violation of Law or a breach of Contract, is “material” or that, individually or in the aggregate, has had or would reasonably be expected to result in a Material Adverse Effect. Each of Any capitalized term used in the parties hereto acknowledges Company Disclosure Letter, but not otherwise defined therein, shall have the meaning as defined in this Agreement. (i) The Parties agree and acknowledge that it has they have been represented by counsel of its choice throughout all negotiations that during, and have preceded participated jointly in, the negotiation, drafting and execution of this Agreement. If an ambiguity or a question of intent or interpretation arises, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events construed as if drafted jointly by the Parties, and the Parties irrevocably waive the application of drafting any Law, holding or preparationrule of construction favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation and Construction. When a reference is made Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, the singular the plural and the part the whole. References in this Agreement to a Section, such reference "determination" by the Buyer shall be to a Section conclusive absent manifest error and include good faith estimates by the Buyer (in the case of this Agreementquantitative determinations), unless otherwise indicatedand the good faith belief by the Buyer (in the case of qualitative determinations). The headings contained words "hereof", "herein", "hereunder" and similar terms in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to have the same meaning as a later specified date, the word “shall"from" means "from and including" and the words "to" and "until" each means "to but excluding.” " The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions section and other headings contained in this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation hereof in any respect. Section, subsection, exhibit and schedule references are to this Agreement unless otherwise specified. As used in this Agreement, the masculine, feminine or neuter gender shall each be deemed to include the others whenever the context so indicates. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. Terms not otherwise defined herein which are defined in the UCC as in effect in the State of New York shall have the respective meanings ascribed to such terms therein unless the context otherwise clearly requires. Any provision in this Agreement referring to action to be taken by any Person, or that such Person is prohibited from taking, shall be applicable whether such action is taken directly or indirectly by such Person. All references to the singular as well Laws, agreements and other documents shall refer to such Laws, agreements and documents as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as same shall have been amended from time to time amended, modified or supplementedtime. Each of All other capitalized terms used herein and not otherwise defined shall have the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated meanings specified in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationCredit Agreement.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of In interpreting and construing this Agreement, unless otherwise indicatedthe following principles shall be followed: (a) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms “herein,” “hereof,” “hereby,” and “hereunder,” and other similar terms refer to this Agreement as a whole and not only to the particular Article, Section or subdivision in which any such terms may be employed. The terms “include,” “includes,” and “including” shall be deemed to be followed by “without limitation”. The plural shall be deemed to include the singular, and vice versa. (b) Unless the context of this Agreement clearly requires otherwise, references to Articles, Sections, subsections, Exhibits and Schedules refer to the Articles, Sections, and subdivisions of, and Exhibits and Schedules to, this Agreement. (c) Any accounting term not otherwise defined herein has the meaning assigned to it under GAAP. Words not otherwise defined herein that have well-known and generally accepted technical or trade meanings in the oil and gas industry are used herein in accordance with such recognized meanings. (d) The table of contents and headings contained in this Agreement are for reference purposes only only, and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” . (e) Each exhibit, attachment, and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer schedule to this Agreement as constitutes a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation part of this Agreement and is incorporated herein by reference, but if there is any conflict or inconsistency between the documents referred to herein, main body of this Agreement and any and all drafts relating thereto exchanged among exhibit, attachment, or schedule, the parties shall be deemed the work product of all provisions of the parties and may not be construed against any party by reason main body of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application shall prevail. (f) Every covenant, term and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations provision of this Agreement shall be decided without regards construed simply according to events its fair meaning and not strictly for or against any Party (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the Parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. (g) Any reference to a Law shall include any amendment thereof or preparationany successor thereto, and any rules and regulations promulgated thereunder. (h) Without limitation to any restrictions on assignment, transfer or alienation in this Agreement, any reference to a Person shall include its successors and assigns. (i) Any reference to “$” or “dollars” means United States Dollars. (j) The words “shall,” “shall not,” “will” and “will not” are expressions of command and not merely expressions of future intent or expectation.

Interpretation and Construction. When In this Redevelopment Agreement, unless the context otherwise requires: (a) The terms "hereby", "hereof", "hereto", "herein", "hereunder" and any similar terms, as used in this Redevelopment Agreement, refer to this Redevelopment Agreement, and the term "hereafter" means after, and the term "heretofore" means before the date of delivery of this Redevelopment Agreement. (b) Words importing a particular gender mean and include correlative words of every other gender and words importing the singular number mean and include the plural number and vice versa. (c) Words importing persons mean and include firms, associations, partnerships (including limited partnerships), trusts, corporations, limited liability companies and other legal entities, including public or governmental bodies, as well as natural persons. (d) Any headings preceding the texts of the several Articles and Sections of this Redevelopment Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference is and shall not constitute a part of this Redevelopment Agreement, nor shall they affect its meaning, construction or effect. (e) Unless otherwise indicated, all approvals, consents and acceptances required to be given or made by any Person or Party hereunder shall not be unreasonably withheld, conditioned, or delayed. The words "consent" or "approve" or words of similar import, shall mean the prior written consent or approval of the Authority and/or County or the Redeveloper, as the case may be, unless expressly stated to the contrary herein. (f) Each right of the Authority and County to review or approve any actions, plans, specifications, or other obligations of hereunder shall be made by the Authority and County officials with legal authority to conduct such review or grant such approvals. Any review contemplated by this Redevelopment Agreement shall be made in this Agreement a timely manner. Upon request of the Redeveloper, the Authority and the County shall inform the Redeveloper of all officials of the Authority and the County having requisite approval powers to a Section, review or grant such reference requests for approval. (g) All notices to be given hereunder and responses thereto shall be given, unless a certain number of days is specified, within a reasonable time, which shall not be less than ten (10) days nor more than twenty (20) days, otherwise expressly provided in the Redevelopment Agreement, or unless the context dictates otherwise. (h) Unless otherwise indicated, any "fees and expenses" shall be required to be customary and reasonable. (i) The Recitals and all Exhibits are incorporated herein and made a Section part of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a SectionUnless otherwise expressly provided, such reference shall be to a Section for the purposes of this Agreement, unless otherwise indicated. the following rules of interpretation shall apply: (i) The section headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of hereof. (ii) When a reference is made in this Agreement. Agreement to a section, paragraph or exhibit, such reference shall be to a section, paragraph or exhibit hereof unless otherwise clearly indicated to the contrary. (iii) Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” ” (iv) The words “hereof, ,” “herein” and “hereunderherewith” and words of similar import when used in this Agreement shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. . (v) The word “willextent” in the phrase “to the extent” shall be construed mean the degree to have the same meaning as the word which a subject or other thing extends, and such phrase shall not mean simply “shallif.” The words “dates hereof” will refer to the date of this Agreement. ” (vi) The word “or” is shall not be exclusive. . (vii) The definitions contained in this Agreement are meaning assigned to each term defined herein shall be equally applicable to both the singular as well as and the plural forms of such termsterm, and words Table of Contents denoting any gender shall include all genders. Any agreementWhere a word or phrase is defined herein, instrumenteach of its other grammatical forms shall have a corresponding meaning. (viii) A reference to any legislation or to any provision of any legislation shall include any amendment to, lawand any modification or re-enactment thereof, rule any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or statute defined or referred pursuant thereto. (ix) A reference to herein meansany period of days shall be deemed to be to the relevant number of calendar days, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the specified. (x) The parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated jointly in the negotiation and drafting and preparation of this Agreement and (including the documents referred to hereinexhibit hereto). In the event an ambiguity or question of intent or interpretation arises, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events construed as if drafted jointly by the parties, and no presumption or burden of drafting proof shall arise favoring or preparationdisfavoring any party by virtue of the authorship of any provisions hereof.

Interpretation and Construction. The Company and each Irenic Party acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same after having had an adequate opportunity to seek the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties will be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguity in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by the Company and each Irenic Party, and any controversy over any interpretation of this Agreement will be decided without regard to events of drafting or preparation. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” When a reference is made in this Agreement to a any Section, such reference shall be to a Section of this Agreement, unless otherwise expressly indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein”, “herein” hereto”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each , except that references to specified rules promulgated by the SEC shall be deemed to refer to such rules in effect as of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution date of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto Party acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, Agreement and that it each Party has executed the same with the advice of said independent counsel. Each party Party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be Parties is deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, Party and any controversy over interpretations any interpretation of this Agreement shall will be decided without regards regard to events of drafting or preparation. The section headings contained in this Agreement are for reference only and do not affect in any way the meaning or interpretation of this Agreement. References to defined terms in the singular shall include the plural and references to defined terms in the plural shall include the singular. “Extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if.” “Including” (and, with correlative meaning, “include”) means including, without limiting the generality of any description preceding or succeeding such term and the rule of ejusdem generis will not be applicable to limit a general statement preceded, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned. All references herein to “Sections”, “Exhibits” or “Schedules” shall be deemed to be references to Sections hereof or Exhibits or Schedules hereto unless otherwise indicated.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “"include,” “" "includes” " and “"including” " are used in this Agreement, they shall be deemed to be followed by the words “"without limitation.” " The words “"hereof, “"herein” " and “"hereunder” " and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “"will” " shall be construed to have the same meaning as the word “"shall.” " The words “"dates hereof” ' will refer to the date of this Agreement. The word “"or” " is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. References herein to either gender include the other gender. Any agreement, instrument, law, rule rule, regulation or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule rule, regulation or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution and delivery of this Agreement, and that it has executed and delivered the same with the advice of said independent such counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards regard to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties Parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.. The obligations of each PW Group Shareholder, Luxor Shareholder or Xxxxxx Shareholder herein shall be understood to apply to each of their respective Affiliates and Associates, and each PW Group Shareholder, each Luxor Shareholder and each Xxxxxx

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of In this Agreement, unless the context otherwise indicated. requires: (a) The headings contained terms “hereby”, “hereof”, “hereto”, “herein”, “hereunder” and any similar terms, as used in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of Agreement, refer to this Agreement. Whenever , and the term “hereafter” means after the Effective Date. (b) Words importing a particular gender mean and include correlative words of every other gender and words importing the singular number mean and include the plural number and vice versa. (c) Unless otherwise noted, the terms “include,” “includes” and “including” are when used in this Agreement, they Agreement shall be deemed to be followed by the words phrase “without limitation.” The words “” (d) Any headings preceding the texts of the several Articles and Sections of this Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. Any references to Articles and Sections in this Agreement shall be deemed to be references to the Articles and Sections in this Agreement except or unless the context or express terms of this Agreement may otherwise provide, specify or dictate. (e) All notices to be given hereunder and responses thereto shall be given, unless a certain number of days is specified, within a reasonable time, which shall not be less than ten (10) days nor more than thirty (30) days, unless the context dictates otherwise. (f) The word “hereindays” and “hereunder” and words of similar import when as used in this Agreement shall refer to mean calendar days unless a contrary intention is stated, provided that if the final date of any period provided in this Agreement for the performance of an obligation or for the taking of any action falls on a day other than a Business Day, then the time of such period shall be deemed extended to the next Business Day. (g) Any reference to Applicable Law shall be read to mean as a whole the Applicable Law, as amended from time to time, except where Redeveloper’s obligation to comply was satisfied prior to the amendment. (h) The recitals hereto contain statements of fact and/or expressions of intention and not to any particular provision are incorporated into and made part of the substance of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. (a) As used in this Agreement, (i) the term “Affiliate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “Exchange Act”) and (ii) “beneficial owner” shall mean, with respect to a security, a direct or indirect beneficial owner of such security within the meaning of Rule 13d-3 under the Exchange Act. (b) When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates date hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto Party acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties heretoParties, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in Unless otherwise expressly provided, for the purposes of this Agreement to a Section, such reference the following rules of interpretation shall be to a Section of this Agreement, unless otherwise indicated. apply: (a) The headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. . (b) When a reference is made in this Agreement to an article or a section, paragraph, exhibit or schedule, such reference shall be to an article or a section, paragraph, exhibit or schedule of this Agreement unless otherwise clearly indicated to the contrary. (c) Whenever the words “include,” “includes” and or “including” are used in this Agreement, Agreement they shall be deemed to be followed by the words “without limitation.” ” (d) The words “hereof, ,” “herein” and “hereunderherewith” and words of similar import when used in this Agreement shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. . (e) The word “will” meaning assigned to each term defined herein shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are equally applicable to both the singular as well as and the plural forms of such termsterm, and words denoting any gender shall include all genders. Any agreementWhere a word or phrase is defined herein, instrumenteach of its other grammatical forms shall have a corresponding meaning. (f) A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns. (g) A reference to “$,” “U.S. dollars” or “dollars,” shall mean the legal tender of the United States of America. (h) A reference to any legislation or to any provision of any legislation shall include any amendment to, lawand any modification or re-enactment thereof, rule any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or statute defined or referred pursuant thereto. (i) A reference to herein means, any period of days shall be deemed to be to the relevant number of calendar days unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of specified. (j) The parties have participated jointly in the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Table of Contents Agreement shall be construed as if drafted jointly by the parties, and that it has executed the same with the advice no presumption or burden of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties proof shall be deemed the work product of all of the parties and may not be construed against arise favoring or disfavoring any party by reason virtue of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation the authorship of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations provisions of this Agreement shall be decided without regards to events of drafting or preparationAgreement.

Interpretation and Construction. The Company and each Exxxxxx Party acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties will be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by the Company and each Exxxxxx Party, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” When a reference is made in this Agreement to a any Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein”, “hereinhereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, the singular the plural and the part the whole. References in this Agreement to a Section, such reference "determination" by the Buyer shall be to a Section conclusive absent manifest error and include good faith estimates by the Buyer (in the case of this Agreementquantitative determinations), unless otherwise indicatedand the good faith belief by the Buyer (in the case of qualitative determinations). The headings contained words "hereof", "herein", "hereunder" and similar terms in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to have the same meaning as a later specified date, the word “shall"from" means "from and including" and the words "to" and "until" each means "to but excluding.” " The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions section and other headings contained in this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation hereof in any respect. Section, subsection, exhibit and schedule references are to this Agreement unless otherwise specified. As used in this Agreement, the masculine, feminine or neuter gender shall each be deemed to include the others whenever the context so indicates. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. Terms not otherwise defined herein which are defined in the UCC as in effect in the State of Delaware shall have the respective meanings ascribed to such terms therein unless the context otherwise clearly requires. Any provision in this Agreement referring to action to be taken by any Person, or that such Person is prohibited from taking, shall be applicable whether such action is taken directly or indirectly by such Person. All references to the singular as well Laws, agreements and other documents shall refer to such Laws, agreements and documents as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as same shall have been amended from time to time amended, modified or supplementedtime. Each of All other capitalized terms used herein and not otherwise defined shall have the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated meanings specified in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationCredit Agreement.

Interpretation and Construction. When a reference is made (a) The captions set forth in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained and the titles set forth in this Agreement the Schedules attached hereto, are for reference purposes convenience only and shall not affect be considered as part of this Agreement or the Schedules, respectively, or as in any way limiting or amplifying the terms and provisions hereof or thereof. (b) This Agreement shall be construed according to its fair meaning or interpretation as if prepared jointly by the parties hereto. (c) Each section, subsection and lesser section of this Agreement. Whenever Agreement constitutes a separate and distinct undertaking, covenant and/or provision hereof. (d) If any provision of this Agreement is held invalid, such invalidity shall not affect the words “include,” “includes” other provisions hereof which can be given effect without the invalid provisions, and, to this end, the provisions of this Agreement are intended and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular severable. Any provision of this Agreement. The word “will” shall Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer ineffective to the date extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision of this AgreementAgreement prohibited or unenforceable in any way. The word “or” In the event any such provision is not exclusive. The definitions contained found to be unlawful or otherwise unenforceable, the parties hereto agree to negotiate in this Agreement are applicable good faith to modify the void or unenforceable provision, but only to the singular as well as extent necessary to make such provision valid and enforceable having full regard for all applicable laws and the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each interests and purposes of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of in entering into this Agreement. (e) This Agreement may be executed in counterparts and by fax, and that it has executed the same with the advice each of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties which shall be deemed the work product of an original, and all of which shall constitute but one and the parties and same instrument which may not be construed against any party sufficiently evidenced by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationone counterpart.

Interpretation and Construction. When (a) Each definition in this Agreement includes the singular and plural. (b) The terms “include” and “including” are meant to be illustrative and not exclusive, and shall be deemed to mean “include without limitation” or “including without limitation.” (c) The word “or” is disjunctive, but not necessarily exclusive, except where clearly indicated by the context. (d) The word “and” is conjunctive only. (e) The words “herein,” “hereof,” “hereunder” and words of like import shall refer to this Agreement as a whole (including its Schedules and Exhibits), unless the context clearly indicates to the contrary (for example, where a particular Section, Schedule or Exhibit is the intended reference). (f) Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated. (g) Text enclosed in parentheses has the same effect as text that is not enclosed in parentheses. (h) Any reference is made in this Agreement to a Sectionstatute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of this Agreement is to take effect, such reference shall be or to a Section of any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then applicable rules or regulations promulgated thereunder, unless otherwise indicated. The provided. (i) References to “days” mean calendar days unless otherwise indicated through the use of the phrase “Business Day.” (j) This Agreement is the joint product of Company and Bank and each provision hereof has been subject to mutual consultation, negotiation and agreement of Company and Bank; therefore to the extent any language in this Agreement is determined to be ambiguous, it shall not be construed for or against any Party based on the fact that either Party controlled the drafting of the document. (k) Any Article, Section, Subsection, Paragraph or Subparagraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever . (l) Unless the words “include,” “includes” and “including” are used in this Agreementcontext otherwise requires or unless otherwise provided herein, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used all references in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, lawor document also shall refer to all schedules or exhibits, rule or statute defined or referred to herein meansrenewals, unless otherwise indicatedextensions, modifications, amendments and restatements of such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationdocument.

Interpretation and Construction. When a reference is made in In this Agreement to a Section, such reference shall be to a Section of this Redevelopment Agreement, unless the context otherwise indicated. requires: (a) The headings contained terms “hereby”, “hereof”, “hereto”, “herein”, “hereunder” and any similar terms, as used in this Agreement are for reference purposes only Redevelopment Agreement, refer to this Redevelopment Agreement, and shall not affect in any way the meaning or interpretation term “hereafter” means after, and the term “heretofore” means before the Effective Date. (b) Words importing a particular gender mean and include correlative words of this Agreement. Whenever every other gender and words importing the words singular number mean and include the plural number and vice versa. (c) Unless otherwise noted, the terms “include,” “includes” and “including” are when used in this Agreement, they Redevelopment Agreement shall be deemed to be followed by the words phrase “without limitation.” (d) The terms “agree,” The words “hereof, agreements,” “hereinapproval” and “hereunderconsent” and words of similar import when used in this Redevelopment Agreement shall refer be deemed to this Agreement as a whole and be followed by the phrase “which shall not to any particular provision be unreasonably withheld, conditioned or unduly delayed,” except or unless the context or the express terms of this Redevelopment Agreement may otherwise provide, specify or dictate. (e) Any headings preceding the texts of the several Articles and Sections of this Redevelopment Agreement. The word “will” , and any table of contents or marginal notes appended to copies hereof, shall be construed solely for convenience of reference and shall not constitute a part of this Redevelopment Agreement, nor shall they affect its meaning, construction or effect. Any references to have the same meaning as the word “shall.” The words “dates hereof” will refer Articles and Sections in this Redevelopment Agreement shall be deemed to be references to the date Articles and Sections in this Redevelopment Agreement except or unless the context or express terms of this Agreement. The word “or” is not exclusive. The definitions contained in this Redevelopment Agreement are applicable to the singular as well as the plural forms of such terms. Any agreementmay otherwise provide, instrument, law, rule specify or statute defined or referred to herein means, unless dictate. (f) Unless otherwise indicated, such agreementall approvals, instrumentconsents and acceptances required to be given or made by any person or party hereunder shall not be unreasonably withheld, lawconditioned, rule or statute as from time delayed. (g) All notices to time amendedbe given hereunder and responses thereto shall be given, modified unless a certain number of days is specified, within a reasonable time, which shall not be less than ten (10) days nor more than thirty (30) days after a party charged with giving notice is or supplemented. Each with reasonable diligence should have been aware of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded circumstances giving rise to the execution of duty to provide notice to the other Party, unless the context dictates otherwise. (h) All exhibits referred to in this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Redevelopment Agreement and the documents referred attached hereto are incorporated herein and made part hereof. (i) Each right or obligation of a Party to hereinreview or approve any actions, and any and all drafts relating thereto exchanged among the parties plans, specifications, or other obligations hereunder shall be deemed the work product of all of the parties and may not be construed against any party made by reason of its drafting a person with legal authority to conduct such review or preparationgrant such approvals. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in Any review contemplated by this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Redevelopment Agreement shall be decided without regards to events of drafting or preparationmade in a prompt and timely manner.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates date hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among between the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. References herein to either gender include the other gender. Any agreement, instrument, law, rule rule, regulation or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule rule, regulation or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution and delivery of this Agreement, and that it has executed and delivered the same with the advice of said independent such counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards regard to events of drafting or preparation.

Interpretation and Construction. The Company and each Stockholder acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same after having had an adequate opportunity to seek the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties will be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguity in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by the Company and each Stockholder, and any controversy over any interpretation of this Agreement will be decided without regard to events of drafting or preparation. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” When a reference is made in this Agreement to a any Section, such reference shall be to a Section of this Agreement, unless otherwise expressly indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein”, “herein” hereto”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each , except that references to specified rules promulgated by the SEC shall be deemed to refer to such rules in effect as of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution date of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in Unless otherwise expressly provided, for purposes of this Agreement to a Section, such reference the following rules of interpretation and construction shall be to a Section of this Agreement, unless otherwise indicated. apply: (a) The headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. . (b) When a reference is made in this Agreement to the preamble, the recitals or to an article, section, paragraph, exhibit or schedule, such reference shall be to the preamble, the recitals or to an article, section, paragraph, exhibit or schedule of this Agreement. (c) Whenever the words “include,” “includes” and or “including” are used in this Agreement, Agreement they shall be deemed to be followed by the words “without limitation.” ” (d) The words “hereof, ,” “herein” and “hereunderherewith” and words of similar import when used in this Agreement shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. (e) The word “or” is shall not be exclusive. . (f) The definitions contained in this Agreement are meaning assigned to each term defined herein shall be equally applicable to both the singular as well as and the plural forms of such termsterm, and words denoting any gender shall include all genders. Any agreementWhere a word or phrase is defined herein, instrumenteach of its other tenses and grammatical forms shall have a corresponding meaning. (g) A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns. (h) A reference to “$,” “U.S. dollars” or “dollars” shall mean the legal tender of the United States of America. (i) A reference to any legislation or to any provision of any legislation shall include any amendment thereto, lawany modification or re-enactment thereof, rule any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or statute defined pursuant thereto (including any amendment to, or referred modification of, such rules, regulations or statutory instruments). (j) A reference to herein means, any period of days shall be deemed to be to the relevant number of calendar days unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of specified. (k) The parties have participated jointly in the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and that it has executed no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the same with the advice authorship of said independent counselany provisions of this Agreement. Each party cooperated and participated in the drafting and preparation Further, prior drafts of this Agreement and or any Ancillary Agreements or the documents referred to hereinfact that any clauses have been added, and deleted or otherwise modified from any and all prior drafts relating thereto exchanged among the parties of this Agreement or any Ancillary Agreements shall not be deemed the work product used as an aid of all construction or otherwise constitute evidence of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each intent of the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any controversy over interpretations party hereto by virtue of such prior drafts. (l) All exhibits and schedules (including the Disclosure Schedules) are incorporated in and made a part of this Agreement as if set forth in full herein. For purposes of the representations and warranties or covenants of Seller, FSAM and FSH, any fact, circumstance, matter or item disclosed in any section of the Disclosure Schedules shall be decided without regards deemed to events have been adequately disclosed in any other section of drafting the Disclosure Schedules if it is specifically cross referenced or preparationreasonably apparent from such disclosure or the documentation referenced therein that such disclosure is relevant to the representation, warranty or covenants of Seller, FSAM and FSH to which such other section of the Disclosure Schedules relates. Disclosure of any item in any section of the Disclosure Schedules shall not constitute or be deemed an admission or indication that such item or matter is material or would have a Material Adverse Effect, and shall not imply a measure for materiality for purposes of this Agreement. No disclosure in a section of the Disclosure Schedules relating to a possible breach or violation of any Contract or Law shall be construed as an admission or indication to any Person that a breach or violation exists or has actually occurred. Any capitalized terms used in any section of the Schedules, Disclosure Schedules or in any Exhibit and not otherwise defined therein shall have the meaning ascribed to such term in this Agreement.

Interpretation and Construction. When a (a) Headings herein are for convenience of reference is made in only, do not constitute part of this Agreement and shall not be deemed to a Sectionlimit or otherwise affect any of the provisions hereof. (b) The Preamble, such reference shall be to a and all Recital, Article and Section of this Agreement, unless otherwise indicated. The headings contained references used in this Agreement are for reference purposes only to the preamble, recitals, articles and sections to this Agreement unless otherwise specified herein. (c) The definition of terms herein shall not affect in apply equally to the singular and the plural. Whenever the context may require, any way pronoun shall include the corresponding masculine, feminine and neutral forms. The word “will” shall be construed to have the same meaning or interpretation of this Agreementas the word “shall”. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.,” The whether or not they are in fact followed by those words “hereof, “herein” and “hereunder” and or words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreementlike import. The word “willextent” in the phrase “to the extent” shall be construed mean the degree to have the same meaning as the word which a subject or thing extends, and shall not mean simply “shall.” The words “dates hereof” will refer to the date of this Agreementif”. The word “or” is shall not be exclusive. The definitions contained in this Agreement are applicable Unless otherwise specified, references to the singular as well as the plural forms of any statute shall be deemed to refer to such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as amended from time to time and to any rules or regulations promulgated thereunder as amended from time to time. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplementedsupplemented from time to time in accordance with the terms thereof. Each References to any Person include the successors and permitted assigns of that Person. The phrase “date hereof” shall be deemed to refer to the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded date set forth in the execution preamble of this Agreement. References from or through any date mean, unless otherwise specified, from and that it has executed including or through and including, respectively. Except as otherwise specifically indicated, for purposes of measuring the same with the advice beginning and ending of said independent counsel. Each party cooperated and participated time periods in the drafting and preparation of this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), the documents referred to hereintime at which a thing, and any and all drafts relating thereto exchanged among the parties occurrence or event shall begin or end shall be deemed to occur in the work product of all of the parties and may not time zone in which New York, New York is located. References to “law,” “laws” or to a particular statute or law shall be construed against deemed also to include any party by reason of its drafting or preparationApplicable Law. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities Any references in this Agreement against any party to “dollars” or “$” shall be to U.S. dollars. (d) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that drafted an ambiguity or prepared it is a question of no application and is hereby expressly waived by each of the parties heretointent or interpretation arises, and any controversy over interpretations of this Agreement shall be decided without regards to events construed as if drafted jointly by the Parties, and no presumption or burden of drafting proof shall arise favoring or preparationdisfavoring any Party by virtue of the authorship of any provision of this Agreement.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.. [Signature Pages Follow] 10

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of In this Agreement, unless the context otherwise indicated. requires: (a) The headings contained terms “hereby”, “hereof”, “hereto”, “herein”, “hereunder” and any similar terms, as used in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of Agreement, refer to this Agreement. Whenever , and the term “hereafter” means after the Effective Date. (b) Words importing a particular gender mean and include correlative words of every other gender and words importing the singular number mean and include the plural number and vice versa. (c) Unless otherwise noted, the terms “include,” “includes” and “including” are when used in this Agreement, they Agreement shall be deemed to be followed by the words phrase “without limitation.” The words “” (d) Any headings preceding the texts of the several Articles and Sections of this Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. Any references to Articles and Sections in this Agreement shall be deemed to be references to the Articles and Sections in this Agreement except or unless the context or express terms of this Agreement may otherwise provide, specify or dictate. (e) All notices to be given hereunder and responses thereto shall be given, unless a certain number of Days is specified, within a reasonable time, which shall not be less than ten (10) Days nor more than thirty (30) Days, unless the context dictates otherwise. (f) The word “hereinDays” and “hereunder” and words of similar import when as used in this Agreement shall refer to mean calendar days unless a contrary intention is stated, provided that if the final date of any period provided in this Agreement for the performance of an obligation or for the taking of any action falls on a day other than a Business Day, then the time of such period shall be deemed extended to the next Business Day. (g) Any reference to Applicable Law shall be read to mean as a whole the Applicable Law, as amended from time to time, except where Redeveloper’s obligation to comply was satisfied prior to the amendment. (h) The recitals hereto contain statements of fact and/or expressions of intention and not to any particular provision are incorporated into and made part of the substance of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties Parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties Parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates date hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.. [Signature Page Follows]

Interpretation and Construction. The Company and the Stockholder acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same after having had an adequate opportunity to seek the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties will be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguity in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by the Company and the Stockholder, and any controversy over any interpretation of this Agreement will be decided without regard to events of drafting or preparation. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” When a reference is made in this Agreement to a any Section, such reference shall be to a Section of this Agreement, unless otherwise expressly indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein”, “herein” hereto”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each , except that references to specified rules promulgated by the SEC shall be deemed to refer to such rules in effect as of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution date of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of In this Agreement, unless the context otherwise indicated. requires: (a) The headings contained in this Agreement are for reference purposes only terms "hereby," "hereof," "hereto," "herein," "hereunder" and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are similar terms, as used in this Agreement, they refer to this Agreement, and the term "hereafter" means after, and the term "heretofore" means before the date of delivery of this Agreement. (b) Words importing a particular gender mean and include correlative words of every other gender and words importing the singular number mean and include the plural number and vice versa. (c) Words importing persons mean and include firms, associations, partnerships (including limited partnerships), limited liability companies, trusts, corporations and other legal entities, including public or governmental bodies, as well as any natural persons. (d) Except as expressly provided herein, and except in regard to the District approval dates and effective dates as provided in the Development Agreement, nothing in this Credit Enhancement Agreement shall be deemed to be followed alter, modify or excuse performance of Xxxxxxx’x or the Town’s obligations under the Development Agreement. In the event of any ambiguity in the provisions of this Credit Enhancement Agreement relating to annual payments of tax increment revenues by the words “without limitation.” The words “hereofTown to Xxxxxxx, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” the provisions concerned shall be construed to have in a manner consistent with the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each terms and conditions of the parties hereto acknowledges that it has been represented by counsel Development Agreement and specifically section II(5) thereof. (e) Any headings preceding the texts of its choice throughout all negotiations that have preceded the execution several Articles and Sections of this Agreement, and that it has executed the same with the advice any table of said independent counsel. Each party cooperated contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and participated in the drafting and preparation shall not constitute a part of this Agreement and the documents referred Agreement, nor shall they affect its meaning, construction or effect. (f) All notices to herein, and any and all drafts relating thereto exchanged among the parties be given hereunder shall be deemed the work product given in writing and, unless a certain number of all of the parties and may not be construed against days is specified, within a reasonable time. (g) If any party by reason of its drafting clause, provision or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations Section of this Agreement shall be decided without regards to events ruled invalid by any court of drafting competent jurisdiction, the invalidity of such clause, provision or preparationSection shall not affect any of the remaining provisions hereof.

Interpretation and Construction. When a reference is made The parties hereto have participated jointly in this Agreement to a Section, such reference shall be to a Section the negotiation and drafting of this Agreement. Consequently, unless otherwise indicatedin the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or is favoring any party by virtue of the authorship of any provision of this Agreement. The words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. All references in this Agreement to Sections shall refer to sections of this Agreement unless the context shall require otherwise. The words “include,” “includes” and “including” shall not be limiting and shall be deemed to be followed by the phrase “without limitation.” The word “day” means calendar day, and any reference to a number of days shall refer to calendar days (unless Business Days are specified). When calculating the period of time before which, within which or following which any act is to be done or step is to be taken pursuant to this Agreement, the date that is the reference date in calculating 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. Any agreementreference in this Agreement to “$” means U.S. dollars. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”. The word “or” is not exclusive and the words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation, instrument, law, rule or statute defined or referred to herein meansin each case, unless the context otherwise indicatedrequires. Except as otherwise specifically provided herein, such agreementall references in this Agreement to any statute include the rules and regulations promulgated thereunder, instrumentin each case as amended, lawre-enacted, rule consolidated or statute as replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, modified re-enacted, consolidated or supplementedreplaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout Except as otherwise specifically provided herein, all negotiations that have preceded the execution of references in this Agreement to any agreement (including this Agreement, and that it has executed the same with Arrangement Agreement, the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this PIPE LLC Agreement and the documents referred A&R Investor Rights Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to hereintime in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all other documents attached thereto, in each case as of the parties date hereof and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each only to the extent made available as of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparationdate hereof.

Interpretation and Construction. When a reference is made in (a) Unless the context of this Agreement otherwise clearly requires, references to a Sectionthe plural include the singular, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only the singular the plural and shall not affect in any way the meaning or interpretation of this Agreement. Whenever part the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitationwhole.” (b) The words “hereof, ,” “herein,” and “hereunder” and words of similar import when used terms in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The . (c) Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “willfrom” means “from and including” and the words “to” and “until” each means “to but excluding.” (d) The words “include,” “includes” and “including” shall be construed deemed to have be followed by the same meaning as the word phrase “shallwithout limitation”.” (e) The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions section and other headings contained in this Agreement are applicable for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation hereof in any respect. Section, subsection, exhibit and schedule references are to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, this Agreement unless otherwise indicatedspecified. (f) As used in this Agreement, the masculine, feminine or neuter gender shall each be deemed to include the others whenever the context so indicates. (g) References in this Agreement to any agreement (including any Transaction Document), document or instrument means such agreement, instrumentdocument or instrument as amended, law, rule supplemented or statute as modified and in effect from time to time amendedin accordance with the terms thereof and, modified or supplemented. Each if applicable, the terms of the parties hereto acknowledges other Transaction Documents and reference to any promissory note includes any promissory note that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting is an extension or preparation. Accordingly, any rule of law renewal thereof or any legal decision that would require interpretation of any ambiguities a substitute or replacement therefor. (h) References in this Agreement against to any party that drafted Law means such Law as amended, modified, codified, replaced or prepared it is of no application and is hereby expressly waived by each of the parties heretoreenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any controversy over interpretations section or other provision of this Agreement any Law means that provision of such Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision. (i) All accounting terms not specifically defined herein shall be decided without regards construed in accordance with GAAP. (j) Terms not otherwise defined herein which are defined in the UCC as in effect in the State of New York from time to events of drafting or preparationtime shall have the respective meanings ascribed to such terms therein unless the context otherwise clearly requires.

Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase not mean simply “if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties Parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties Parties shall be deemed the work product of all of the parties Parties and may not be construed against any party Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party Party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties Parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.