Common use of References, Titles and Construction Clause in Contracts

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “"this Agreement”", “"this instrument”", “"herein”", “"hereof”", “"hereby”", “"hereunder” " and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “"or” " is not intended to be exclusive and the word “"includes” " and its derivatives means “"includes, but is not limited to” " and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “"$” " or “"dollars” " shall refer to U.S. Dollars.

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars. (j) The Exhibits listed in the Table of Exhibits are attached hereto. Each such Exhibit is incorporated herein by reference for all purposes and references to this Agreement shall also include such Exhibit unless the context in which used shall otherwise require.

References, Titles and Construction. (a) All references in this Agreement to articlesExhibits, sectionsSchedules, subsections Articles, Sections, Subsections, and other subdivisions refer to corresponding articlesthe Exhibits, sectionsSchedules, subsections Articles, Sections, Subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) . Titles and headings appearing at the beginning of any of such subdivisions subdivision are for convenience only and shall do not constitute any part of any such subdivisions subdivision and shall be disregarded in construing the language contained in such subdivisions. (c) this Agreement. The words “this Agreement”, “this instrument”, ,” “herein”, “hereof”, ,” “hereby”, ,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Section” and “this Subsection” and similar phrases refer only to the Sections or Subsections hereof in which the phrase occurs. The word “or” is not exclusive, and “including” (and its various derivatives), means “including without limitation. (d) ” Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender. Words in the singular form shall be construed to include the plural and vice versawords in the plural form shall be construed to include the singular, unless the context otherwise requires. Pronouns in masculineIn the event an ambiguity or question of intent or interpretation of this Agreement arises, feminine and neuter genders this Agreement shall be construed as if jointly drafted by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring a Party as a result of authorship or drafting of any provision of this Agreement. Inclusion of an item in a section of the Disclosure Schedule (a) shall be deemed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements be disclosure of such agreementitem on all sections of the Disclosure Schedule for which it is reasonably apparent on its face that such item applies, instrument or document(b) does not represent a determination that such item is material nor shall it be deemed to establish a standard of materiality, provided (c) does not represent a determination that nothing contained such item did not arise in this subsection shall be construed to authorize such renewalthe ordinary course of business, extension, modification, amendment or restatement. and (fd) Examples shall not constitute, or be construed deemed to limitbe, expressly or by implication, the matter they illustratean admission to any third party concerning such item. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.

References, Titles and Construction. (a) All references in this Agreement to articlesArticles, sectionsSections, subsections Subsections and other subdivisions refer to corresponding articlesArticles, sectionsSections, subsections Subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) A. Titles appearing at the beginning of any of such subdivisions Subdivisions are for convenience only and shall not constitute part of such subdivisions Subdivisions and shall be disregarded in construing the language contained in such subdivisionsSubdivisions. (c) B. The words “this Agreement”, ,” “this instrument”, ,” “herein”, ,” “hereof”, ,” “hereby”, ,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) C. Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter neutral genders shall be construed to include any other gender. (e) D. Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) E. Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) F. The word “or” is not intended to be exclusive and the word “includes” and its derivatives means mean “includes, but is not limited to” and corresponding derivative expressions. (h) G. No consideration shall be given to the fact or presumption that one party Party had a greater or lesser hand in drafting this Agreement. (i) H. All references herein to “$” or “dollars” shall refer to U.S. Dollars. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

References, Titles and Construction. (a) All references in this Agreement to articlesExhibits, sectionsSchedules, subsections Sections, and other subdivisions refer to corresponding articlesthe Exhibits, sectionsSchedules, subsections Sections, and other subdivisions of this Agreement unless expressly provided otherwise. (b) . Titles and headings appearing at the beginning of any of such subdivisions subdivision are for convenience only and shall do not constitute any part of any such subdivisions subdivision and shall be disregarded in construing the language contained in such subdivisions. (c) this Agreement. The words “this Agreement”, “this instrument”, ,” “herein”, “hereof”, ,” “hereby”, ,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Section” and “this Subsection” and similar phrases refer only to the Sections or Subsections hereof in which the phrase occurs. The word “or” is not exclusive, and “including” (and its various derivatives), means “including without limitation. (d) ” Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender. Words in the singular form shall be construed to include the plural and vice versawords in the plural form shall be construed to include the singular, unless the context otherwise requires. Pronouns in masculineIn the event an ambiguity or question of intent or interpretation of this Agreement arises, feminine and neuter genders this Agreement shall be construed to include as if jointly drafted by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring a Party as a result of authorship or drafting of any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in provision of this Agreement. The Parties have executed this Agreement which refer to a particular agreementeffective as of the date first set forth above. By: Name: Txxxxx X. Xxxxx Title: Vice President, instrument or document also refer to and include all renewalsOperations By: Name: Bxxx Xxxxx Title: President By: Name: Lxxxxxxx X. Xxxx, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.Xx. Title: President [SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT]

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “this Agreement”, ,” “this instrument”, ,” “herein”, ,” “hereof”, ,” “hereby”, ,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (gf) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (hg) No consideration shall be given to The Annexes, Disclosure Schedules and Exhibits listed in the fact or presumption that one party had a greater or lesser hand in drafting this AgreementList of Annexes, Disclosure Schedules and Exhibits are attached hereto. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.

References, Titles and Construction. (a) All references in this Agreement to articlesExhibits, sectionsSchedules, subsections Sections, and other subdivisions refer to corresponding articlesthe Exhibits, sectionsSchedules, subsections Sections, and other subdivisions of this Agreement unless expressly provided otherwise. (b) . Titles and headings appearing at the beginning of any of such subdivisions subdivision are for convenience only and shall do not constitute any part of any such subdivisions subdivision and shall be disregarded in construing the language contained in such subdivisions. (c) this Agreement. The words “this Agreement”, “this instrument”, ,” “herein”, “hereof”, ,” “hereby”, ,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Section” and “this Subsection” and similar phrases refer only to the Sections or Subsections hereof in which the phrase occurs. The word “or” is not exclusive, and “including” (and its various derivatives), means “including without limitation. (d) ” Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender. Words in the singular form shall be construed to include the plural and vice versawords in the plural form shall be construed to include the singular, unless the context otherwise requires. Pronouns in masculineIn the event an ambiguity or question of intent or interpretation of this Agreement arises, feminine and neuter genders this Agreement shall be construed to include as if jointly drafted by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring a Party as a result of authorship or drafting of any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements provision of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.

References, Titles and Construction. (a) All references in this Agreement to articlesArticles, sectionsSections, subsections Subsections and other subdivisions refer to corresponding articlesArticles, sectionsSections, subsections Subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) A. Titles appearing at the beginning of any of such subdivisions Subdivisions are for convenience only and shall not constitute part of such subdivisions Subdivisions and shall be disregarded in construing the language contained in such subdivisionsSubdivisions. (c) B. The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) C. Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter neutral genders shall be construed to include any other gender. (e) D. Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) E. Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) F. The word “or” is not intended to be exclusive and the word “includes” and its derivatives means mean “includes, but is not limited to” and corresponding derivative expressions. (h) G. No consideration shall be given to the fact or presumption that one party Party had a greater or lesser hand in drafting this Agreement. (i) H. All references herein to “$” or “dollars” shall refer to U.S. Dollars. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

References, Titles and Construction. (a) All references in this Agreement to articlesExhibits, sectionsSchedules, subsections Sections, and other subdivisions refer to corresponding articlesthe Exhibits, sectionsSchedules, subsections Sections, and other subdivisions of this Agreement unless expressly provided otherwise. (b) . Titles and headings appearing at the beginning of any of such subdivisions subdivision are for convenience only and shall do not constitute any part of any such subdivisions subdivision and shall be disregarded in construing the language contained in such subdivisions. (c) this Agreement. The words “this Agreement”, “this instrument”, ,” “herein”, “hereof”, ,” “hereby”, ,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Section” and “this Subsection” and similar phrases refer only to the Sections or Subsections hereof in which the phrase occurs. The word “or” is not exclusive, and “including” (and its various derivatives), means “including without limitation. (d) ” Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender. Words in the singular form shall be construed to include the plural and vice versawords in the plural form shall be construed to include the singular, unless the context otherwise requires. Pronouns in masculineIn the event an ambiguity or question of intent or interpretation of this Agreement arises, feminine and neuter genders this Agreement shall be construed to include as if jointly drafted by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring a Party as a result of authorship or drafting of any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements provision of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.. SELLERS: By: Name: Xxxxxx X. Xxxxx Title: Vice President, Operations By: Name: Xxxx Xxxxx Title: President BUYER: By: Name: Xxxxxxxx X. Xxxx, Xx. Title: President [SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT]

References, Titles and Construction. (a) All references in this Agreement to articlesExhibits, sectionsSchedules, subsections Sections, and other subdivisions refer to corresponding articlesthe Exhibits, sectionsSchedules, subsections Sections, and other subdivisions of this Agreement unless expressly provided otherwise. (b) . Titles and headings appearing at the beginning of any of such subdivisions subdivision are for convenience only and shall do not constitute any part of any such subdivisions subdivision and shall be disregarded in construing the language contained in such subdivisions. (c) this Agreement. The words “this Agreement”, “this instrument”, ,” “herein”, “hereof”, ,” “hereby”, ,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Section” and “this Subsection” and similar phrases refer only to the Sections or Subsections hereof in which the phrase occurs. The word “or” is not exclusive, and “including” (and its various derivatives), means “including without limitation. (d) ” Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender. Words in the singular form shall be construed to include the plural and vice versawords in the plural form shall be construed to include the singular, unless the context otherwise requires. Pronouns in masculine“Business Days” means any day other than a Saturday, feminine Sunday or a day on which national banks are allowed by the Federal Reserve to be closed; and neuter genders “days,” without further qualification, means calendar days. In the event an ambiguity or question of intent or interpretation of this Agreement arises, this Agreement shall be construed to include as if jointly drafted by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring a Party as a result of authorship or drafting of any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements provision of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.

References, Titles and Construction. (a) All references in this Agreement to articlesExhibits, sectionsSchedules, subsections Sections, and other subdivisions refer to corresponding articlesthe Exhibits, sectionsSchedules, subsections Sections, and other subdivisions of this Agreement unless expressly provided otherwise. (b) . Titles and headings appearing at the beginning of any of such subdivisions subdivision are for convenience only and shall do not constitute any part of any such subdivisions subdivision and shall be disregarded in construing the language contained in such subdivisions. (c) this Agreement. The words “this Agreement”, “this instrument”, ,” “herein”, “hereof”, ,” “hereby”, ,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Section” and “this Subsection” and similar phrases refer only to the Sections or Subsections hereof in which the phrase occurs. The word “or” is not exclusive, and “including” (and its various derivatives), means “including without limitation. (d) ” Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender. Words in the singular form shall be construed to include the plural and vice versawords in the plural form shall be construed to include the singular, unless the context otherwise requires. Pronouns in masculineIn the event an ambiguity or question of intent or interpretation of this Agreement arises, feminine and neuter genders this Agreement shall be construed as if jointly drafted by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring a Party as a result of authorship or drafting of any provision of this Agreement. The Parties have executed this Agreement effective as of the date first set forth above. By: /s/ Jxxx X. Xxxxx Name: Jxxx X. Xxxxx Title: Manager By: /s/ Txxxxx X. Xxxxx Name: Txxxxx X. Xxxxx Title: Vice President of Operations By: /s/ Cxxxxxx X. Xxxxxxxx Name: Cxxxxxx X. Xxxxxxxx Title: Member [SIGNATURE PAGE TO LEASE ACQUISITION AGREEMENT] This Assignment and Conveyance (this “Assignment”) dated as of [February 28, 2011], is among Americana Exploration LLC, a Delaware limited liability company (“Assignor”), whose address is P.X. Xxx 000, Xxxxx, Xxxxxxx 00000, American Eagle Energy Inc., a Nevada corporation, whose address is 20 Xxxxx 00xx Xxxxxx, Xxxxx 00X, Xxxxxxxx, Xxxxxxx 00000 (“AEE”), and Big Sky Operating LLC, a Montana limited liability company (“BSO and together with AEE, collectively “Assignees”), whose address is 100 Xxxxx 00xx Xxxxxx, Xxxxx 00, Xxxxxxxx, Xxxxxxx 00000. For Ten Dollars and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Assignor does hereby grant, bargain, sell, convey, assign, transfer, set over and deliver to include any other gender.Assignees all of Assignor’s right, title and working interest in and to the following (collectively, the “Assets”), allocated as to an undivided 50% to AEE and as to an undivided 50% to BSO: (eA) Unless The leasehold estates created by the context otherwise requires or unless otherwise provided hereinoil and gas leases described in Exhibit A (the “Leases”), insofar and only insofar as the Leases cover and relate to the lands described in Exhibit A (the “Lands”); (B) The unitization, pooling and communitization agreements, declarations and orders, and the units created thereby related to the Lands and the Leases (insofar as they cover the Lands) and all other such agreements relating to the production of oil, gas and related hydrocarbons, if any, attributable to said properties and interests, including those set forth in Schedule 1; (C) All existing and effective sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, farmout agreements, service agreements and other contracts, agreements and instruments, insofar as they relate to the Lands and the Leases (insofar as they cover the Lands), including those set forth in Schedule 1; and (D) Copies of all files, records and data relating to the properties and interests described above (the “Records”). Assignor reserves and excepts from the provisions of this Assignment an overriding royalty interest (the “Reserved Override”) in all oil, gas and related hydrocarbons produced, saved and sold from the Lands under and pursuant to the Leases subject to the following terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements provisions: (a) The amount of such agreement, instrument or document, provided that nothing contained in this subsection the Reserved Override shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. as follows (i) All references herein with respect to those Leases identified on Exhibit A as Block A Leases, the Reserved Override shall be in an amount equal to the difference between 17.5% and the Existing Burdens with respect to all oil, gas and related hydrocarbons produced saved and sold from all depths under and pursuant to such Leases, and if the Existing Burdens equal or exceed 17.5%, such Reserved Override shall be zero and Assignee shall not have to account to Assignor for such excess, and (ii) with respect to those Leases identified on Exhibit A as Block B Leases or Block C Leases, the Reserved Override shall be in an amount equal to (a) five percent (5%) with respect to oil, gas and related hydrocarbons produced saved and sold from the depths between the top of the Nisku Formation and the top of the Precambrian Formation under and pursuant to such Leases, and (b) the difference between 17.5% and Existing Burdens with respect to oil, gas and related hydrocarbons produced, saved and sold from all other depths under and pursuant to such Leases, and if the Existing Burdens equal or exceed 17.5%, such Reserved Override shall be zero and Assignee shall not have to account to Assignor for such excess. “$Existing Burdens” means all existing and valid non-cost bearing burdens in effect as of the Effective Time affecting the Leases including the landowner’s or “dollars” shall refer to U.S. Dollarslessor’s royalty, overriding royalties, net profits interests, production payments, and any other charges or existing non-cost bearing burdens of a similar nature applicable thereto, but excluding the Reserved Override.

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to Wherever the term “$Sellers” or “dollars” is used in this Agreement, it shall mean and refer to U.S. Dollarseach Seller or any one or more of the Sellers (including all Sellers) as the context requires. (j) Each such Exhibit and Schedule attached hereto is incorporated herein by reference for all purposes and references to this Agreement shall also include such Exhibit or Schedule unless the context in which used shall otherwise require.

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means mean “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars. (j) Exhibits I, 1.3, 8.1(c) and 9.1(f) are attached hereto. Each such Exhibit is incorporated herein by reference for all purposes and references to this Agreement shall also include such Exhibit unless the context in which used shall otherwise require.

References, Titles and Construction. (a) All references in this Agreement to articlesExhibits, sectionsSchedules, subsections Articles, Sections and other subdivisions refer to corresponding articlesthe Exhibits, sectionsSchedules, subsections Articles, Sections and other subdivisions of this Agreement unless expressly provided otherwise. (b) . All Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part of this Agreement. Titles appearing at the beginning of any of such subdivisions and section headings contained in this Agreement are inserted for convenience only and shall not constitute part affect in any way the meaning or interpretation of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) this Agreement. The words “this Agreement”, “this instrument”, ,” “herein”, “hereof”, ,” “hereby”, ,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The word “or” is not exclusive, and “including” (and its various derivatives), means “including without limitation. (d) ” Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender. Words in the singular form shall be construed to include the plural and vice versawords in the plural form shall be construed to include the singular, unless the context otherwise requires. Pronouns A reference to a federal, state, local or non-U.S. statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The Parties have participated jointly in masculinethe negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, feminine and neuter genders this Agreement shall be construed to include as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring a Party by virtue of the authorship of any other gender. (e) Unless of the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements provisions of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.

References, Titles and Construction. (a) A. All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) B. Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) C. The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) D. Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter neutral genders shall be construed to include any other gender., (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) E. Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) F. The word “or” is not intended to be exclusive and the word “includes” and its derivatives means mean “includes, but is not limited to” and corresponding derivative expressions. (h) No G. On questions of interpretation of this Agreement, no consideration shall be given to the fact or presumption that one party Party had a greater or lesser hand in drafting this the Agreement. (i) H. All references herein to “$” or “dollars” shall refer to U.S. Dollars. L If any time period provided for in this Agreement, other than a time period described in terms of “business days”, ends on a Saturday, Sunday or legal holiday, the time period shall be deemed to end on the first business day following that Saturday, Sunday or legal holiday.

References, Titles and Construction. (a) All references in this Agreement to exhibits, schedules, articles, sections, subsections and other subdivisions refer to corresponding the exhibits, schedules, articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) . Titles appearing at the beginning of any of such subdivisions are for convenience only and shall only, do not constitute any part of such those subdivisions and shall will be disregarded in construing the language contained in such those subdivisions. (c) . The words “"this Agreement”, “," "this instrument”, “," "herein”, “," "hereof”, “," "hereby”, “," "hereunder” " and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases "this section" and "this subsection" and similar phrases refer only to the sections or subsections of this Agreement in which those phrases occur. The word "or" is not exclusive; the word "including" (in its various forms) means "including without limitation. (d) Words " Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any reference herein to any law shall be construed as referring to such law and any rule or regulation promulgated thereunder, all as amended, modified, codified or reenacted, in masculinewhole or in part, feminine and neuter genders in effect from time to time, (b) any reference herein to any Person shall be construed to include such Person's successors and assigns (subject to the restrictions contained herein), (c) with respect to the determination of any time period, the word "from" means "from and including" and the word "to" means "to and including". No provision of this Agreement or any other gender. (e) Unless the context otherwise requires Loan Document shall be interpreted or unless otherwise provided herein, the terms defined in this Agreement which refer construed against any Person solely because such Person or its legal representative drafted such provision. Any reference to a particular agreement, instrument an approval or document also refer to and include all renewals, extensions, modifications, amendments consent by Lenders or restatements of such agreement, instrument or document, provided that nothing contained in this subsection Administrative Agent shall be construed to authorize such renewal, extension, modification, amendment require a written approval or restatementconsent. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “"this Agreement”", “"this instrument”", “"herein”", “"hereof”", “"hereby”", “"hereunder” " and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “"or” " is not intended to be exclusive and the word “"includes” " and its derivatives means “"includes, but is not limited to” " and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “"$” " or “"dollars” " shall refer to U.S. Dollars. (j) Exhibits I, II, 2.1, 7.5, 7.10, 7.13, and 9.1(f) are attached hereto. Each such Exhibit is incorporated herein by reference for all purposes and references to this Agreement shall also include such Exhibit unless the context in which used shall otherwise require. (k) Seller’s Disclosure Schedules 4.7, 4.8, 4.9, 4.10, 4.11, 6.3, 6.5, 6.6, 7.9.1, and 7.9.2 are attached hereto. Each such Schedule is incorporated herein by reference for all purposes and references to this Agreement shall also include such Schedule unless the context in which used shall otherwise require.

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided hereinin this Agreement, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party Party had a greater or lesser hand in drafting this Agreement. (i) All Each Exhibit and Schedule referenced herein is incorporated in this Agreement by such reference for all purposes and references herein to “$” or “dollars” this Agreement shall refer to U.S. Dollarsalso include such Exhibit and such Schedule unless the context in which used shall otherwise require.

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “this Agreement”, ,” “this instrument”, ,” “herein”, ,” “hereof”, ,” “hereby”, ,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (gf) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (hg) No consideration The Schedules and Exhibits listed in the List of Schedules and Exhibit are attached hereto. Each such Schedule and/or Exhibit is incorporated herein by reference for all purposes, and references to this Agreement shall be given to also include such Schedule and/or Exhibit unless the fact or presumption that one party had a greater or lesser hand context in drafting this Agreementwhich used shall otherwise require. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “"this Agreement”", “"this instrument”", “"herein”", “"hereof”", “"hereby”", “"hereunder” " and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versaviceversa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “"or” " is not intended to be exclusive and the word “"includes” " and its derivatives means “"includes, but is not limited to” " and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “"$” " or “"dollars” " shall refer to U.S. Dollars.

References, Titles and Construction. (a) A. All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) B. Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) C. The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) D. Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter neutral genders shall be construed to include any other gender. (e) E. Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) F. Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) G. The word “or” is not intended to be exclusive and the word “includes” and its derivatives means mean “includes, but is not limited to” and corresponding derivative expressions. (h) H. No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) I. All references herein to “$” or “dollars” shall refer to U.S. Dollars.

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.

References, Titles and Construction. (ai) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (bii) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (ciii) The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (div) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (fv) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (gvi) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (ivii) All references herein to “$” or “dollars” shall refer to U.S. Dollars. (viii) The Exhibits are attached hereto. Each Exhibit is incorporated herein by reference for all purposes, and references to this Agreement shall also include such Exhibit unless the context in which used shall otherwise require. (ix) Unless otherwise noted, all capitalized terms used in this Agreement have the meanings assigned such terms in this Agreement. (x) All defined terms include both the singular and the plural of such terms; and (xi) All references to Exhibits refer to Exhibits made a part of this Agreement.

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (f) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments amendments, or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.

References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (c) The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All Exhibits A, B, C, D, E, F, and G, Schedules I, 1.3(a), 2.2(a)(vi), 2.4(a), 2.4(b), and the Seller Disclosure Schedule are attached to this Agreement. Each such Exhibit and Schedule is incorporated herein by reference for all purposes and references herein to “$” or “dollars” this Agreement shall refer to U.S. Dollarsalso include such Exhibit and Schedule unless the context in which used shall otherwise require.