No Strict Construction; Headings; Interpretation. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. The headings of sections of this Agreement are for convenience of reference only and shall not affect its meaning or construction. Whenever any word is used herein in one gender, it shall be construed to include the other gender. Any references herein to “you” or “your” shall refer to Executive. The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement includes all subsections thereof. Definitions are equally applicable to both nouns and verbs and the singular and plural forms of the terms defined. The word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and may not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

Interpretation and Construction. The languagewords “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. The headings of sections of this Agreement are for convenience of reference only and shall not affect its meaning or construction. Whenever any word is used herein in one gender, it shall be construed to include the other gender. Any references herein to “you” or “your” shall refer to Executive. The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Section or provision of this Agreement,Agreement. The descriptive headings used herein are inserted for convenience of reference only and referenceare not intended to a particular Sectionbe part of or to affect the meaning or interpretation of this Agreement. References to Sections are to Sections of this Agreement includes all subsections thereof. Definitionsunless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The definitions contained in this Agreement are equally applicable to both nouns and verbs and the singular and plural forms of the terms defined. The word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and may not be construed to limit any general statement that it followsmasculine as well as to the specificfeminine and neuter genders of such term. Whenever the words “include,” “includes” or similar items“including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or matters immediately following it.not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute and to any rules or regulations promulgated thereunder. References to any person include the successors and permitted assigns of that person. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. In the event an ambiguity or question of intent or interpretation

No Strict Construction; Headings; Interpretation.Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent, and no rule of strict construction shall be applied against any party.person. The headingsterm “including” as used herein shall be by way of sections of this Agreement are for convenience of reference onlyexample, and shall not affect its meaningbe deemed to constitute a limitation of any term or construction. Whenever any word isprovision contained herein. Each defined term used herein in one gender, it shall be construed to include the other gender. Any references herein to “you” or “your” shall refer to Executive. The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Agreement ashas a whole and not to any particular Sectioncomparable meaning when used in its plural or provision of this Agreement, and reference to a particular Section of this Agreement includes all subsections thereof. Definitions are equally applicable to both nouns and verbs and the singular and plural forms of the terms defined. The word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and may not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.form.

Interpretation. The language usedarticle and section headings contained in this Agreement shall be deemed to beare solely for the language chosen bypurpose of reference, are not part of the agreement of the parties heretoand shall not in any way affect the meaning or interpretation of this Agreement. Unless otherwise provided, all references in this Agreement to express their mutual intent,articles and no rule of strict construction shall be applied against any party. The headings ofsections refer to the corresponding articles and sections of this Agreement are for convenience of reference only and shall not affect its meaning or construction. Whenever any word isAgreement. All words used herein in one gender, it shall be construed to includebe of such gender or number as the other gender. Any references herein to “you” or “your” shall refer to Executive. Thecircumstances require. Unless otherwise specifically noted, the words “hereof,” “herein,” “hereunder”“herein,” “hereof,” “hereby,” “hereinabove,” “herein below,” “hereunder,” and words of similar importimport, refer to this Agreement as a whole and not to any particular Sectionarticle, section, subsection, paragraph, clause or provision ofother subdivision hereof. Whenever the term “including” or a similar term is used in this Agreement, it shall be read as if it were written “including by way of example only and reference to a particular Section of this Agreement includes all subsections thereof. Definitions are equally applicable to both nouns and verbs andwithout in any way limiting the singular and plural formsgenerality of the terms defined. The word “including”clause or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and may not be construedconcept to limit any general statement that it follows to the specific or similar items or matters immediately following it.which reference is made.”

Headings; References; Interpretation. The language used in this Agreement shall beHeadings are for convenience only and are not deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. The headings of sectionspart of this Agreement are for convenience of reference only and shall not affect its meaning or construction. Whenever any word is used herein in one gender, it shall be construed to include the other gender. Any references herein to “you” or “your” shall refer to Executive.Agreement. The words “hereof,” “herein,”“herein” and “hereunder” and words of similar importimport, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement,Agreement. All references herein to Sections shall, unless the context requires a different construction, be deemed to be references to the Sections of this Agreement. The word “or” as used herein is not exclusive and referenceis deemed to have the meaning “and/or.” All references to “including” shall be construed as meaning “including without limitation.” Unless the context requires otherwise, all references herein to a particular Section oflaw, agreement, instrument or other document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement includes all subsections thereof. Definitions are equally applicablerefer to both nouns and verbsUnited States dollars. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural formsand vice versa. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the terms defined. The word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation”parties hereto and may notshall be construed to limit any general statement that it followsand interpreted according to the specific or similar items or matters immediately following it.ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

Other Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation apply: # whenever the context requires, the gender of all words used in this Agreement shall be deemed to beincludes the language chosen bymasculine, feminine, and neuter, and the parties hereto to express their mutual intent,singular includes the plural, and no rule of strict construction shall be applied against any party. The headings of sections of this Agreement are for convenience of reference onlythe plural includes the singular; # the words such as “herein,” “hereinafter,” “hereof,” and shall not affect its meaning or construction. Whenever any word is used herein in one gender, it shall be construed to include the other gender. Any references herein to “you” or “your” shall refer to Executive. The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and referencemerely to a particular Section of this Agreement includes all subsections thereof. Definitions are equally applicable to both nouns and verbs andsubdivision in which such words appear unless the singular and plural forms ofcontext otherwise requires; the terms defined. The word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and maydoes not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.it; the word “or” shall be disjunctive but not exclusive; references to “written” or “in writing” include in electronic form; # the division of this Agreement into Sections and the insertion of headings are for convenience of reference only and do not affect, and shall not be utilized in construing or interpreting, this Agreement, and all references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified; and # each Party acknowledges that it and its attorney have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party or any similar rule operating against the drafter of an agreement shall not be applicable to the construction or interpretation of this Agreement.

The Parties are sophisticated persons and entities who have been represented by counsel of their choosing in connection with drafting of this Agreement and, accordingly, the language used in this Agreement shall be deemed to be the language chosen by the parties heretoParties to express their mutual intent,intent and no rule of strict construction shall be applied against any party. The headings of sections of this Agreement are for convenience of reference onlyParty. In addition, the Parties agree as follows: # the words “hereof”, “hereby” and shall not affect its meaning or construction. Whenever any word is used herein in one gender, it shall be construed to include the other gender. Any references herein to “you” or “your” shall refer to Executive. The words “hereof,“hereunder,” “herein,” “hereunder” and words of similar importcorrelative words, refer to this Agreement as a whole and not to any particular Sectionprovision; # the words “includes” and “including”, and correlative words, are deemed to be followed by the phrase “without limitation”; # unless the context clearly indicates otherwise, the word “or” is not exclusive and is deemed to have the meaning “and/or”; # words using the singular or provisionplural number shall also include the plural or singular number, respectively; # the section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement, and reference toAgreement; # the masculine, feminine or neuter form of a particular Sectionword includes the other forms of this Agreement includes all subsections thereof. Definitions are equally applicable to both nouns and verbssuch word and the singular form of a word includes the plural form of such word; # references to a Person shall include the successors and plural forms of the terms defined. The word “including”assigns thereof; and # references made in this Agreement to a Section or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and may not be construed to limit any general statement that it follows to the specificExhibit mean a Section of, or similar items or matters immediately following it.an Exhibit to, this Agreement.

Parties. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any Party shall not apply. The language usedheadings in this Agreement shall be deemedare only for convenience and are not intended to be the language chosen by the parties heretoaffect construction or interpretation. Any references to express their mutual intent, and no rule of strict construction shall be applied against any party. The headings ofparagraphs, subparagraphs, sections or subsections are to those parts of this AgreementAgreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and the singular includes the plural; (b) “and” and “or” are for convenience of reference onlyeach used both conjunctively and shall not affect its meaningdisjunctively; (c) “any,” “all,” “each,” or construction. Whenever any word is used herein in one gender, it shall be construed to include the other gender. Any references herein to “you” or “your” shall refer to Executive. The words“every” means “any and all,” and “each and every”; (d) “includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “herein,” “hereunder” and wordsother similar compounds of similar importthe word “here” refer to thisthe entire Agreement as a whole and not to any particular Sectionparagraph, subparagraph, section or provision of this Agreement,subsection; and reference(f) all pronouns and any variations thereof shall be deemed to a particular Section of this Agreement includes all subsections thereof. Definitions are equally applicablerefer to both nouns and verbs and the masculine, feminine, neuter, singular andor plural formsas the identity of the terms defined. The word “including”entities or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” andpersons referred to may not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.require.