Headings; References; Interpretation. Headings are for convenience only and are not deemed to be part of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. 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 is 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 law, 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 refer to United 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 and 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 parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

Section # Interpretation. Headings(a) When a reference is made in this Agreement to an Article, a Section, Annex, Exhibit or Schedule, such reference shall be to an Article of, a Section of, or an Annex, Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for conveniencereference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are notused in this Agreement, they shall be deemed to be part of this Agreement.followed by the words “without limitation”. The words “hereof,” “herein”“hereof”, “herein” and “hereunder”“hereunder” and words of similar import,import when used in this Agreement,Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references herein to Sections shall,Agreement unless the context requires a different construction, be deemed to be referencesotherwise. The words “date hereof” when used in this Agreement shall refer to the Sectionsdate of this Agreement. The terms “or”, “any” and “either” are not exclusive. The word “or” as used herein is“extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not exclusive and is deemedmean simply “if”. The word “will” shall be construed to have the same meaning “and/or.”and effect as the word “shall”. All referencesterms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to “including” shall be construedthe singular as meaning “including without limitation.” Unlesswell as the context requires otherwise, all references hereinplural forms of such terms and to a law,the masculine as well as to the feminine and neuter genders of such terms. Any agreement, instrument or other documentstatute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Any reference in this Agreement to any statute shall also be deemed to refer to such law, agreement, instrumentall rules and regulations promulgated thereunder. Unless otherwise specifically indicated, all references to “dollars” or other document as amended, supplemented, modified and restated from time to time“$” shall refer to the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement refer to United 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 and 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 eachlawful money of the parties heretoUnited States. References to a Person are also to its permitted assigns and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.successors.

Section # Interpretation. Headings are for convenience only and are not deemed to be part of this Agreement. TheUnless the express context otherwise requires # the words “hereof,” “herein”“herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. AllAgreement; # terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; # the terms “Dollars” and “$” mean United States Dollars; # references herein to Sections shall, unlessa specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement; # wherever the context requires a different construction,word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; # references herein to the Sections ofany gender shall include each other gender; # references herein to any Person shall include such Person’s heirs, executors, personal Representatives, administrators, successors and assigns; provided, however, that nothing contained in this Agreement. The word “or” as used herein[Section 1.02] is intended to authorize any assignment or transfer not exclusive and is deemed to have the meaning “and/or.” All references to “including” shall be construed as meaning “including without limitation.” Unless the context requires otherwise, allotherwise permitted by this Agreement; # references herein to a law, agreement, instrumentPerson in a particular capacity or capacities shall exclude such Person in any other document shall be deemedcapacity; # references herein to refer toany contract or agreement (including this Agreement) mean such law, agreement, instrumentcontract or other documentagreement as amended, supplemented,supplemented or modified and restated from time to time in accordance with the terms thereof; # with respect to the extent permitted bydetermination of any period of time, the provisions thereof. Allword “from” means “from and including” and the words “to” and “until” each means “to but excluding”; # references herein to “dollars”any Law or “$”any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in this Agreementwhole or in part, and in effect from time to time; and # references herein to any Law shall be deemed also to refer to United States dollars. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms,all rules and the singular form of nouns and pronouns shall include the plural and 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 parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.regulations promulgated thereunder.

of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. When a reference is made in this Agreement to a Section or Clause, such reference shall be to a Section or Clause of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for conveniencereference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are notused in this Agreement, they shall be deemed to be part of this Agreement.followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import,import when used in this Agreement,Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references hereinThe word “will” shall be construed to Sections shall, unlesshave the context requires a different construction, be deemed to be referencessame meaning as the word “shall.” The words “dates hereof” will refer to the Sectionsdate of this Agreement. The word “or” as used herein is not exclusive and is deemedexclusive. The definitions contained in this Agreement are applicable to have the meaning “and/or.” All referencessingular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to “including” shall be construedherein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as meaning “including without limitation.” Unless the context requires otherwise, all references herein to a law, 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”amended, modified or “$” in this Agreement refer to United 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 and 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 parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.supplemented.

No Strict Construction; Headings; References; Interpretation. HeadingsThe 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 areshall not deemedaffect its meaning or construction. Whenever any word is used herein in one gender, it shall be construed to be part of this Agreement.include the other gender. Any references herein to “you” or “your” shall refer to Executive. The words “hereof,” “herein” and“herein,” “hereunder” and words of similar import, when used in this Agreement, shallimport refer to this Agreement as a whole and not to any particular Section or provision of this Agreement. All references hereinAgreement, and reference to Sections shall, unless the context requires a different construction, be deemed to be references to the Sectionsparticular Section of this Agreement. The word “or” as used herein is not exclusiveAgreement includes all subsections thereof. Definitions are equally applicable to both nouns and is 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 law, 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 refer to United States dollars. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms,verbs and the singular formand plural forms of nounsthe terms defined. The word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and pronouns shall include the plural and vice versa. Neither this Agreement nor any uncertainty or ambiguity herein shallmay not be construed or resolved againstto limit any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted accordinggeneral statement that it follows to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.specific or similar items or matters immediately following it.

For purposes of this Agreement. TheAgreement, # those words, names, or terms which are specifically defined herein shall have the meaning specifically ascribed to them; # wherever from the context it appears appropriate, each term stated either in the singular or plural shall include the singular and plural; # wherever from the context it appears appropriate, the masculine, feminine, or neuter gender, shall each include the others; # the words “hereof,” “herein” and “hereunder”“hereof”, “herein”, “hereunder”, and words of similar import, when used in this Agreement, shall refer to this Agreement as a wholewhole, and not to any particular provision of this Agreement. All references herein to Sections shall, unless the context requires a different construction, be deemed to beAgreement; # all references to the Sections of this Agreement. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” All references to “including”“Dollars” or “$” shall be construed as meaning “includingbeing United States Dollars; # the term “including” is not limiting and means “including without limitation.” Unless the context requires otherwise,limitation”; and, # all references herein to a law, agreement, instrumentall statutes, statutory provisions, regulations, or other document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by thesimilar administrative provisions thereof. All references to “dollars” or “$” in this Agreement refer to United 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 and vice versa. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed as a reference to such statute, statutory provision, regulation, or resolved against any party hereto, whether under any rulesimilar administrative provision as in force at the date of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shallas may be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.subsequently amended.

Interpretation. HeadingsThe article and section headings contained in this Agreement are solely for convenience only andthe purpose of reference, are not deemed to be part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. TheUnless otherwise provided, all references in this Agreement to articles and sections refer to the corresponding articles and sections of this Agreement. All words “hereof,” “herein” and “hereunder”used herein shall be construed to be of such gender or number as the circumstances require. Unless otherwise specifically noted, the words “herein,” “hereof,” “hereby,” “hereinabove,” “herein below,” “hereunder,” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision ofarticle, section, subsection, paragraph, clause or other subdivision hereof. Whenever the term “including” or a similar term is used in this 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 is deemed to have the meaning “and/or.” All references to “including”Agreement, it shall be construedread as meaning “includingif it were written “including by way of example only and without limitation.” Unlessin any way limiting the context requires otherwise, all references herein to a law, 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 refer to United 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 and 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 eachgenerality of the parties hereto and shall be construed and interpreted accordingclause or concept to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.which reference is made.”

Interpretation and are not deemed to be part of this Agreement.Construction. The words “hereof,” “herein” and “hereunder” and words of similar import, whenlike import used in this Agreement,Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All referencesThe descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. References to Sections shall,are to Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the context requires a different construction,plural, and any plural term the singular. The definitions contained in this Agreement are applicable to the masculine as well as to the feminine and neuter genders of such term. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be referencesfollowed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to the Sectionsprinting, typing and other means of this Agreement. The word “or” as used herein is not exclusive and is deemedreproducing words (including electronic media) in a visible form. References 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 law, agreement, instrument or other documentany statute shall be deemed to refer to such law, agreement, instrumentstatute and to any rules or other document as amended, supplemented, modified and restated from timeregulations promulgated thereunder. References to time to the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement refer to United States dollars. Whenever the context may require, any pronouns used herein shallperson include the corresponding masculine, femininesuccessors and permitted assigns of that person. References from or neuter forms,through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. In the singular formevent an ambiguity or question of nouns and pronouns shall include the plural and vice versa. Neither this Agreement nor any uncertaintyintent 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 parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.interpretation

SECTION # Interpretation. HeadingsWhen a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for conveniencereference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are notused in this Agreement, they shall be deemed to be part of this Agreement.followed by the words "without limitation". The words “hereof,” “herein”"hereof', "herein" and “hereunder”"hereunder" and words of similar import,import when used in this Agreement,Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references herein to Sections shall,terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless the context requires a different construction, be deemed to be referencesotherwise defined therein. The definitions contained in this Agreement are applicable to the Sectionssingular as well as the plural forms of this Agreement. The word “or”such terms and to the masculine as used herein is not exclusivewell as to the feminine and is 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 law,neuter genders of such term. Any agreement, instrument or other document shall be deemedstatute defined or referred to referherein or in any agreement or instrument that is referred to herein means such law, agreement, instrument or other documentstatute as amended, supplemented, modified and restated from time to time toamended, modified or supplemented, including (in the extent permittedcase of agreements or instruments) by waiver or consent and (in the provisions thereof. Allcase of statutes) by succession of comparable successor statutes and references to “dollars” or “$” in this Agreement referall attachments thereto and instruments incorporated therein. References to United States dollars. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms,a person are also to its permitted successors and the singular form of nouns and pronouns shall include the plural and 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 parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.assigns.