Common use of Interpretation; Rules of Construction Clause in Contracts

Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all references in this Agreement to Articles, Sections, Schedules and Exhibits shall mean and refer to Articles, Sections, Schedules and Exhibits of this Agreement; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) words using the singular or plural number also shall include the plural or singular number, respectively; (d) references to “hereof,” “herein,” “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (e) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term “including” shall be deemed to mean “including, without limitation”; (g) words of any gender shall include each other gender; (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and (i) the term “or” has the inclusive meaning represented by the phrase “and/or.” The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. When calculating the period 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. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. This Agreement is the product of negotiations among the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by each party hereto.

Interpretation; Rules of Construction. Unless When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise expressly provided or indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless the context requires otherwise: (a) all references otherwise indicated. When a reference is made in this Agreement to Articles, Sectionssuch reference shall be to an Article of this Agreement unless otherwise indicated. The words “include”, Schedules “include” and Exhibits “including” when used herein shall mean be deemed in each case to be followed by the words “without limitation”. The headings contained in this Agreement are for reference purposes only and refer to Articles, Sections, Schedules and Exhibits shall not affect in any way the meaning or interpretation of this Agreement; (b) all references . Reference to statutes and related regulations the Subsidiaries of an entity shall be deemed to include all amendments direct and indirect Subsidiaries of such entity. The parties hereto agree that they have been represented by legal counsel during the same negotiation and execution of this Agreement and, therefore, waive the application of any successor law, regulation, holding or replacement statutes and regulationsrule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Unless the express context otherwise requires, with respect to any statement in this Agreement to the effect that any information, document or other material has been “delivered,” “made available,” or similar phrases, to Acquiror or its Representatives, that such information, document or material was: (A) available for review by Acquiror or its Representatives in the Electronic Data Room in connection with this Agreement as of 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date; or (cB) delivered to Acquiror or its Representatives in the manner described in Section 13.9 of this Agreement or by electronic delivery (including e-mail) by 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date. Unless the express context otherwise requires, the words using the singular or plural number also shall include the plural or singular number, respectively; (d) references to “hereof,” “herein,” “hereby,” “hereto,” and “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this entire Agreement (including the Schedules as a whole and Exhibits hereto); (e) references not to any Person shall be deemed to mean and include particular provision of this Agreement. Unless the successors and permitted assigns of such Person (orexpress context otherwise requires, terms defined in the case of singular shall have a Governmental Bodycomparable meaning when used in the plural, Persons succeeding and vice versa. Unless the express context otherwise requires, the terms “Dollars” and “$” mean United States Dollars. Unless the express context otherwise requires, references herein to the relevant functions of such Person); (f) the term “including” shall be deemed to mean “including, without limitation”; (g) words of any gender shall include each other gender. Unless the express context otherwise requires, references herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; (h) whenever this Agreement refers provided, that any requirement to a number disclose and/or make available to Acquiror any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Acquiror. Unless the express context otherwise requires, with respect to the determination of daysany period of time, such number the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”. Unless the express context otherwise requires, the words “party” or “parties” or “parties hereto” shall refer to calendar daysthe parties to this Agreement. Unless the express context otherwise requires, unless references herein to any Law or any license mean such reference is specifically Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to “Business Days”; time. Unless the express context otherwise requires, references herein to any Law shall be deemed also to refer to all rules and (i) regulations promulgated thereunder. Unless the term express context otherwise requires, the word “or” has is not exclusive. Unless the inclusive meaning represented by express context otherwise requires, references to the phrase “and/or.” The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. When calculating the period 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 Company shall be excluded. If deemed to refer to the last day of such period is Company’s status as a non-Business Day, California corporation prior to the period in question shall end on Conversion and as a California limited liability company following the next succeeding Business Day. This Agreement is the product of negotiations among the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by each party heretoConversion.

Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all All references in this Agreement to Annexes, Exhibits, Schedules, Articles, Sections, Schedules subsections and Exhibits shall mean and other subdivisions refer to the corresponding Annexes, Exhibits, Schedules, Articles, Sections, Schedules subsections and Exhibits other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. The words “this Agreement; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) words using the singular or plural number also shall include the plural or singular number, respectively; (d) references to “hereof,” “herein,” “hereby,” “hereunder” and “hereof” and words of similar terms shall import, refer to this entire Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section,” “this subsection” and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word “including” (in its various forms) means “including, without limitation.” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender and words, terms and titles (including terms defined herein) in the Schedules singular form shall be construed to include the plural and Exhibits heretovice versa, unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. The word “or” is not exclusive. 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 term “dollars” and the symbol “$” mean United States Dollars. The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Each of the 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 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 shall be deemed the work product of the Parties and may not be construed against any Party by reason of its 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 it is of no application and is hereby expressly waived. In this Agreement, except as the context may otherwise require, references to: (a) any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof and, if applicable, by the terms of this Agreement); (eb) references any Governmental Entity includes any successor to that Governmental Entity; (c) any Person shall be deemed applicable Law refers to mean and include the successors and permitted assigns of such Person applicable Law as amended, modified, supplemented or replaced from time to time (orand, in the case of a Governmental Bodystatutes, Persons succeeding include any rules and regulations promulgated under such statute) and references to the relevant functions of such Person); (f) the term “including” shall be deemed to mean “including, without limitation”; (g) words any section of any gender shall applicable Law or other Law include each other gender; (h) whenever this Agreement refers any successor to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”section; and (id) the term “ordays” has the inclusive meaning represented by the phrase “and/or.” The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. When mean calendar days; when calculating the period before of time within 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 day in calculating such period shall be excluded. If excluded and if the last day of such the period is a non-Business Day, the period in question shall end on the next succeeding Business Day or if any action must be taken hereunder on or by a day that is not a Business Day. This Agreement , then such action may be validly taken on or by the next day that is the product of negotiations among the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by each party heretoa Business Day.

Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all references When a reference is made in this Agreement to ArticlesSection, SectionsExhibit or Schedule, Schedules and Exhibits such reference shall mean and refer be to Articlesa Section, SectionsExhibit or Schedule, Schedules and Exhibits respectively, of or attached to this Agreement unless otherwise indicated. Unless the context of this AgreementAgreement otherwise requires, (i) words of any gender include each other gender; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (cii) words using the singular or plural number also shall include the plural or singular number, respectively; (diii) references to the terms “hereof,” “herein,” “hereby” and derivative or similar terms shall words refer to this entire Agreement (including the Schedules and Exhibits hereto)Agreement; (eiv) references to any Person the words “include”, “includes” and “including” when used herein shall be deemed in each case to mean and include be followed by the successors and permitted assigns of such Person (or, in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term words “including” shall be deemed to mean “including, without limitation”; (gv) words of any gender the word “or” shall include each other gendernot be exclusive and shall be read to mean “and/or”; (hvi) whenever references herein to an agreement, instrument, document, disclosure statement or offering memorandum means such agreement, instrument, document, disclosure statement or offering memorandum as amended, supplemented and modified from time to time (including all exhibits, term sheets and schedules annexed thereto and certificates, instruments or any other documents delivered pursuant thereto) to the extent permitted by the provisions thereof and not prohibited by this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”Agreement; and (ivii) the term “or” has the inclusive meaning represented by the phrase “and/or.made available” The Article and Section headings contained means posted in this Agreement are solely the electronic data room, established at xxxxx://xxxxxxxxxxx0.xxxxxxxx.xxx/eRoom/ReddyIce/ProjectPacerBondholders for the purpose of referencethe Contemplated Transactions, are not part on or prior to the close of business on April 1, 2012 and has continuously remained posted in such electronic data room thereafter and through the agreement of the parties and shall not in any way affect the meaning or interpretation date of this Agreement. When calculating Unless expressly set forth herein to the period before whichcontrary, 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. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. This Agreement is the product of negotiations among the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this AgreementAgreement granting a party the right to approve, accept, adopt or consent to any action or document shall be deemed to grant to such party the right to do so in such party’s sole and absolute discretion with regard to its own interest only and without regard to the interest of any other Person. Rules If any payment or other obligation is due on any day which is not a Business Day, such obligation shall be automatically extended to the next Business Day. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction relating to interpretation providing that ambiguities in an agreement or other document shall be construed against the drafter of an party drafting such agreement shall not apply to this Agreement and are expressly waived by each party heretoor document.

Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all references The definitions in this Agreement Section 1.1 shall apply equally to Articles, Sections, Schedules both the singular and Exhibits shall mean plural forms and refer to Articles, Sections, Schedules and Exhibits correlative forms of this Agreement; the terms defined. (b) all references to statutes and related regulations As the context may require, any pronoun shall include all amendments of the same corresponding masculine, feminine and any successor or replacement statutes and regulations; neuter forms. (c) The words using “include,” “includes” and “including” shall be deemed to be followed by the singular or plural number also shall include the plural or singular number, respectively; phrase “without limitation.” (d) references to The words “hereofhereby,” “herewith,” “hereto,” “herein,” “herebyhereof” and “hereunder” and words of similar terms shall import refer to this entire Agreement (including the Exhibits and Schedules to this Agreement and Exhibits hereto); the Disclosure Schedules) in its entirety and not to any part hereof unless the context shall otherwise require. (e) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term “including” shall be deemed to mean “including, without limitation”; (g) words of any gender shall include each other gender; (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and (i) the term The word “or” has the inclusive meaning represented by the phrase “and/or.” (f) Unless the context otherwise requires, any reference herein to: (i) any Article, Section, Exhibit, Schedule and the Disclosure Schedules shall be deemed to refer to such Article, Section and Exhibit of, and Schedule or the Disclosure Schedules to, this Agreement; (ii) any “paragraph” The Article and Section headings contained or “clause” shall be deemed to refer to a paragraph or clause of the section or subsection in which the reference occurs; (iii) (A) this Agreement are and the Transaction Documents or (B) any other Contract (solely for to the purpose extent amended, supplemented or modified after the date hereof in accordance with its terms and the terms hereof) shall be deemed to refer to such Contract, as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time; (iv) any Law shall be deemed to refer to such Law, as amended, supplemented or modified from time to time and in effect at any given time, and any successor provisions; (v) any Person shall be deemed to refer to such Person’s successors and permitted assigns, and in the case of referenceany Governmental Authority, are not part to any Person(s) succeeding to its functions and capacities; (vi) any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise require; and (vii) a “day” or a number of the agreement “days” (without explicit reference to “Business Days”) shall deemed to refer to a calendar day or number of the parties and shall not in calendar days. If any way affect the meaning or interpretation of this Agreement. When calculating the period before which, within which or following which, any act action is to be done taken or step taken pursuant given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under IFRS. (h) All monetary figures shall be in United States dollars unless otherwise specified. All monetary figures in any currency other than United States dollars shall be calculated on the basis of the local currency equivalent of United States dollars, at the exchange rate prevailing at the time of determination as set forth in the Wall Street Journal, Eastern Edition, (and, for any estimated amounts set forth in any statement, notice or other document to be delivered by any Party to any other Party under this Agreement, the date that is the reference date in calculating such period time of determination shall be excluded. If deemed to be day immediately prior to delivery thereof). (i) The phrases “delivered” or “made available” when used with respect to information or documents means that such information or documents have been physically or electronically delivered to the last day relevant Party (provided that, in the case of “made available” to Buyer Parent and Buyer, such period is a non-Business Day, information or documents must be posted and available for viewing by Buyer and its Representatives through the period in question shall end on online “virtual data room” established by Sellers under the next succeeding Business Day. This Agreement is name “Project Invictus” prior to the product of negotiations among the parties hereto, each of which is represented by legal counsel, execution and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by each party heretodelivery hereof).

Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all references in this Agreement to Articles, Sections, Schedules and Exhibits shall mean and refer to Articles, Sections, Schedules and Exhibits of this Agreement; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) words using the singular or plural number also shall include the plural or singular number, respectively; (d) references to “hereof,” “herein,” “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (e) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term “including” shall be deemed to mean “including, without limitation”; (g) words of any gender shall include each other gender; (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and (i) the term “or” has the inclusive meaning represented by the phrase “and/or.” The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. When calculating the period 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. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. This Agreement is the product of negotiations among the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by each party hereto. As used in this Agreement, an Equityholder’s undertaking to use “reasonable best efforts” to cause any trust to take any action or to refrain from taking any action shall specifically mean recommending such course of action to the trustee(s) of such trust as being in the best interest of the trust and its beneficiaries, recognizing that whether or not a trustee determines to adopt such course of action remains a decision to be made by such trustee in the exercise of its fiduciary duties to the applicable trust. Any covenant of the undersigned Equityholder in this Agreement requiring the undersigned Equityholder to use its reasonable best efforts to cause or procure, or to otherwise cause or procure, that any of its Affiliates take any action hereunder in their capacity as Equityholders shall not apply to the undersigned Equityholder with respect to an Affiliate if such Affiliate has entered into, with, inter alia, the Company, a support agreement in substantially the form of this Agreement in its own right as an “Equityholder.”

Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all references In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (i) when a reference is made in this Agreement to Articlesan Article, SectionsSection, Schedules and Exhibits shall mean and refer to ArticlesExhibit, SectionsSchedule or Annex, Schedules and Exhibits of this Agreement; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) words using the singular or plural number also shall include the plural or singular number, respectively; (d) references to “hereof,” “herein,” “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (e) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term “including” shall be deemed to mean “including, without limitation”; (g) words of any gender shall include each other gender; (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and an Article or Section of, or an Exhibit, Schedule or Annex to, this Agreement; (iii) the term “or” has the inclusive meaning represented by the phrase “and/or.” The Article table of contents and Section headings contained in for this Agreement are solely for the purpose of reference, are reference purposes only and do not part of the agreement of the parties and shall not affect in any way affect the meaning or interpretation of this Agreement. When calculating ; (iii) each Annex, Exhibit and Schedule to this Agreement is a part of this Agreement, and should be construed together; (iv) the phrases “ordinary course of business” and “ordinary course” refer to the ordinary course of business of the Business as currently conducted in accordance with past practices; (v) the word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (vi) the term “writing,” “written” and comparable terms shall be deemed to include communications in electronic form; (vii) where a period before whichof time is specified to run from or after a given day or the day of an act or event, within which or following which, any act it is to be done calculated exclusive of such day; and where a period of time is specified as commencing on a given day or step taken pursuant the day of an act or event, it is to this Agreement, be calculated inclusive of such day; (viii) if the date time for performing an obligation hereunder expires on a day that is the reference date in calculating such period shall be excluded. If the last day of such period is not a non-Business Day, the period in question time shall end be extended until that time on the next succeeding Business Day; (ix) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; (x) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (xi) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (xii) terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto; (xiii) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (xiv) references to a Person are also to its successors and permitted assigns; (xv) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; (xvi) references to a law, rule, regulation, contract, agreement or other document mean that law, rule, regulation, contract, agreement, or document as are from time to time amended, modified or supplemented, including by succession of comparable successor law, rule, regulation, contract, agreement, or document, if applicable; and (xvii) references to the United States, the US and the U.S. refer to the United States of America. (b) Any statement to the effect that any information, document or other material has been “made available” shall mean that such information, document or material was made available by Seller Parties to the Purchaser or the Purchaser’s representatives, for review at least two (2) Business Days prior to the date of this Agreement, by either (i) physically delivering such information to the Purchaser or the Purchaser’s representatives, (ii) delivering such information to the Purchaser or the Purchaser’s representatives in electronic format, whether via email or contained in a disc or other memory device, or (iii) making such information available to the Purchaser or the Purchaser’s representatives in a virtual data room maintained by Seller Parties. (c) The Parties have participated jointly in the negotiation and drafting of this Agreement and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. This The language used in this Agreement is shall be deemed to be the product language chosen by the Parties to express their mutual intent. In the event an ambiguity or question of negotiations among intent or interpretation arises, this Agreement and the parties heretoagreements, each of which is represented documents and instruments executed and delivered in connection herewith shall be construed as if drafted jointly by legal counsel, the Parties and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any provision provisions of this Agreement. Rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by the agreements, documents and instruments executed and delivered in connection herewith. The Parties acknowledge that each party heretoParty and its attorney has reviewed and participated in the drafting of this Agreement and that no rule of strict construction shall be applied against any Party.

Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all references The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” (b) When a reference is made in this Agreement to Articlesa Schedule or an Exhibit, Sectionssuch reference shall be to a Schedule or an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to an Article or a Section, Schedules and Exhibits such reference shall mean and refer be to Articles, Sections, Schedules and Exhibits an Article or a Section of this Agreement; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) Agreement unless otherwise indicated. The words using the singular or plural number also shall include the plural or singular number, respectively; (d) references to “hereof,” “herein,” “hereby” and “herewith” and words of similar terms shall import shall, unless otherwise stated, be construed to refer to this entire Agreement (including the Schedules as a whole and Exhibits hereto); (e) references not to any Person shall be deemed to mean and include the successors and permitted assigns particular provision of such Person this Agreement, (or, in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (fc) the term “including” shall be deemed to mean “including, without limitation”; (g) words of any gender shall include each other gender; (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and (i) the term “or” has the inclusive meaning represented by the phrase “and/or.” The Article and Section headings contained set forth in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties reference purposes only and shall not affect in any way affect the meaning or interpretation of this Agreement. When calculating . (d) Article, section, paragraph, exhibit and schedule references are to the period before whicharticles, within which or following whichsections, any act is paragraphs, exhibits and schedules of this Agreement unless otherwise specified. (e) The meaning assigned to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period each term defined herein shall be excluded. If equally applicable to both the last day singular and the plural forms of such period term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a non-corresponding meaning. (f) All references in this Agreement to the subsidiaries of a legal entity shall be deemed to include all direct and indirect subsidiaries of such entity. (g) Documents or other information and materials shall be deemed to have been “made available” by the Company if and only if the Company has posted such documents and information and other materials to a virtual data room managed by the Company at [·] at least three Business Day, Days prior to the period in question shall end on the next succeeding Business Day. This execution and delivery of this Agreement is the product of negotiations among by the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring . (h) A reference to any party by virtue of the authorship of to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns. (i) A reference to any specific legislation or to any provision of this Agreement. Rules of construction relating any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto. (j) References to interpretation against the drafter of an agreement shall not apply “$” and “Dollars” are to this Agreement and are expressly waived by each party heretoU.S. dollars.