Common use of Certain Interpretive Matters Clause in Contracts

Certain Interpretive Matters. In this Agreement, unless the context otherwise requires: (i) words of the masculine or neuter gender shall include the masculine and/or feminine gender, and words in the singular number or in the plural number shall each include the singular number or the plural number; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iii) reference to any agreement (including this Agreement) or other contract or any document means such agreement, contract or document as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (iv) all amounts in this Agreement are stated and shall be paid in United States dollars unless specifically otherwise provided; (v) the word “or” is not exclusive; (vi) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term; (vii) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including;” (viii) “hereto”, “herein’’, “hereof”, “hereinafter” and similar expressions refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or other part of this Agreement; (ix) reference to any “Article” or “Section” means the corresponding Article(s) or Section(s) of this Agreement; (x) the descriptive headings of Articles, Sections, paragraphs and other parts of this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement or any of the terms or provisions hereof; (xi) reference to any law or order, means (A) such law or order as amended, modified, codified, supplemented or re-enacted, in whole or in part, and in effect from time to time; and (B) any comparable successor laws or orders; and (xii) any contract, instrument, insurance policy, certificate or other document defined or referred to in this Agreement means such contract, instrument, insurance policy, certificate or other document as from time to time amended.

Certain Interpretive Matters. In 1.1.1 Unless the context requires otherwise, (a) all references to Sections, Articles, Exhibits, Annexes or Schedules are to Sections, Articles, Exhibits, Annexes, or Schedules of or to this Agreement, unless (b) the context otherwise requires: (i) words of the masculine or neuter gender shall include the masculine and/or feminine gender, and words in the singular number or in the plural number shall each include the singular number or the plural number; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iii) reference to any agreement (including this Agreement) or other contract or any document means such agreement, contract or document as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (iv) all amounts headings in this Agreement are stated and shall be paid in United States dollars unless specifically otherwise provided; (v) the word “or” is not exclusive; (vi) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term; (vii) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including;” (viii) “hereto”, “herein’’, “hereof”, “hereinafter” and similar expressions refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or other part of this Agreement; (ix) reference to any “Article” or “Section” means the corresponding Article(s) or Section(s) of this Agreement; (x) the descriptive headings of Articles, Sections, paragraphs and other parts of this Agreement are included for convenience of reference only and shall will not control or affect in any way the meaning or interpretation construction of any provisions of this Agreement, (c) each term defined in this Agreement has the meaning assigned to it, (d) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with GAAP, (e) words in the singular include the plural and vice versa, (f) all reference to $ or any dollar amounts will be to lawful currency of the United States, (g) to the extent the term “day” or “days” is used, it will mean calendar days, (h) references to the masculine, feminine or neuter gender include each other gender, (i) the words “herein,” “hereby,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular Section, Article, or other subdivision, (j) the terms “including” and “includes” mean “including or provisions hereof; includes without limitation,” (xik) reference to, and the definition of, any document shall be deemed a reference to such document as it may be amended, supplemented, revised, or modified, in writing, from time to time but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement, (l) reference to any law or order, means (A) Law shall be construed as a reference to such law or order Law as amended, modified, codified, supplemented or re-enacted, in whole redesignated, amended or in part, and in effect extended from time to time; , (m) the information contained in the Schedules is disclosed solely for the purposes of this Agreement, and no information contained in any Schedule shall be deemed to be an admission by any party hereto to any third Person of any matter whatsoever, including an admission of any violation of any Laws or breach of any agreement, and (Bn) any comparable successor laws each of the Schedules and the disclosures therein will apply and consist of disclosures to the corresponding section or orders; and (xii) any contract, instrument, insurance policy, certificate or other document defined or referred to in subsection of this Agreement means and to any other section that is specifically identified (by cross-reference or otherwise) as being qualified by such contract, instrument, insurance policy, certificate exception or other document with respect to which the relevance of such exception is apparent on the face of the disclosure of such exception so long as from time to time amendedsuch item is fairly described with reasonable particularity and detail.

Certain Interpretive Matters. (a) In this Agreement, unless the context otherwise requires: (i) words of the masculine or neuter gender shall will include the masculine and/or masculine, neuter or feminine gender, and words in the singular number or in the plural number shall will each include include, as applicable, the singular number or the plural number; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iii) reference to any agreement (including accounting term used and not otherwise defined in this Agreement) or other contract Agreement or any document means Transaction Document has the meaning assigned to such agreement, contract or document as amended or modified and in effect from time to time term in accordance with the terms thereof and, if applicable, the terms hereofGAAP; (iv) all amounts in this Agreement are stated and shall be paid in United States dollars unless specifically otherwise provided; (v) the word “or” is not exclusive; (vi) “including” (and and, with correlative meaning meaning, “include”) means including without limiting the generality of any description preceding or succeeding such term; (vii) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including;” (viii) “hereto”, “herein’’, “hereof”, “hereinafter” and similar expressions refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or other part of this Agreement; (ixv) reference to any “Article” or “Section” Law means the corresponding Article(s) or Section(s) of this Agreement; (x) the descriptive headings of Articles, Sections, paragraphs and other parts of this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement or any of the terms or provisions hereof; (xi) reference to any law or order, means (A) such law or order Law as amended, modified, codifiedsupplemented, supplemented codified or re-enactedreenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and including by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein; and (Bvi) any comparable successor laws or orders; and (xii) any contractagreement, instrument, insurance policy, certificate or other document policy defined or referred to herein or in this Agreement any agreement or instrument that is referred to herein means such contractagreement, instrument, instrument or insurance policy, certificate or other document policy as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent; (vii) except as otherwise indicated, all references in this Agreement to the words “Section,” “Schedule,” “Annex” and “Exhibit” are intended to refer to Sections, Schedules, Annexes and Exhibits to this Agreement; (viii) unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof; (ix) except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or”; (x) the words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation; (xi) when used in this Agreement, the word “either” shall be deemed to mean “one or the other”, not “both”; (xii) references herein to a party are references to the parties to this Agreement, except to the extent expressly provided otherwise and (xiii) all references in this Agreement to “dollars” or “$” mean United States dollars. (b) The parties further acknowledge and agree that: (i) this Agreement is the result of negotiations between the parties and will not be deemed or construed as having been drafted by any one party, (ii) each party and its counsel have reviewed and negotiated the terms and provisions of this Agreement (including any Exhibits and Schedules attached hereto) and have contributed to its revision and (iii) any rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of this Agreement. (c) The headings of the Sections of this Agreement are for convenience only and in no way modify, interpret or construe the meaning of specific provisions of this Agreement.

Certain Interpretive Matters. In this Agreement, unless the context otherwise requires: : (ia) words of the masculine or neuter gender shall include the masculine masculine, neuter and/or feminine gender, and words in the singular number or in the plural number shall each include the singular number or the plural number; ; (iib) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; ; (iiic) reference to any agreement (including accounting term used and not otherwise defined in this Agreement) or other contract Agreement or any document means Transaction Document has the meaning assigned to such agreement, contract or document as amended or modified and in effect from time to time term in accordance with the terms thereof and, if applicable, the terms hereof; GAAP; (iv) all amounts in this Agreement are stated and shall be paid in United States dollars unless specifically otherwise provided; (v) the word “or” is not exclusive; (vid) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term; ; (vii) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including;” (viii) “hereto”, “herein’’, “hereof”, “hereinafter” and similar expressions refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or other part of this Agreement; (ix) reference to any “Article” or “Section” means the corresponding Article(s) or Section(s) of this Agreement; (x) the descriptive headings of Articles, Sections, paragraphs and other parts of this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement or any of the terms or provisions hereof; (xie) reference to any law or order, (including statutes and ordinances) means (A) such law or order as amended, modified, codified, supplemented codified or re-enactedreenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder; and and (Bf) any comparable successor laws or orders; and (xii) any contractagreement, instrument, insurance policy, certificate statute, regulation, rule or other document order defined or referred to herein or in this Agreement any agreement or instrument that is referred to herein means such contractagreement, instrument, insurance policy, certificate statute, regulation, rule or other document order 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, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein. The parties further acknowledge and agree that: (i) this Agreement is the result of negotiations between the parties and shall not be deemed or construed as having been drafted by any one party, (ii) each party and its counsel have reviewed and negotiated the terms and provisions of this Agreement (including any Exhibits and Schedules attached hereto) and have contributed to its revision, (iii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement, and (iv) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement.

Certain Interpretive Matters. In this Agreement, unless the context otherwise requires: : (ia) words of the masculine or neuter gender shall will include the masculine masculine, neuter and/or feminine gender, and words in the singular number or in the plural number shall will each include include, as applicable, the singular number or the plural number; ; (iib) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and an express reference to a Person in a particular capacity excludes such Person in any other capacity; ; (iiic) reference to any agreement (including accounting term used and not otherwise defined in this Agreement) or other contract Agreement or any document means Transaction Document has the meaning assigned to such agreement, contract or document as amended or modified and in effect from time to time term in accordance with the terms thereof and, if applicable, the terms hereof; GAAP; (iv) all amounts in this Agreement are stated and shall be paid in United States dollars unless specifically otherwise provided; (v) the word “or” is not exclusive; (vid) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term; ; (vii) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including;” (viii) “hereto”, “herein’’, “hereof”, “hereinafter” and similar expressions refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or other part of this Agreement; (ixe) reference to any “Article” or “Section” Law means the corresponding Article(s) or Section(s) of this Agreement; (x) the descriptive headings of Articles, Sections, paragraphs and other parts of this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement or any of the terms or provisions hereof; (xi) reference to any law or order, means (A) such law or order Law as amended, modified, codifiedsupplemented, supplemented codified or re-enactedreenacted, in whole or in part, and in effect from time to time; , including rules and regulations promulgated thereunder and including by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein; (Bf) any comparable successor laws or orders; and (xii) any contract, instrument, insurance policy, certificate or other document defined or Contract referred to herein or in this Agreement any Contract that is referred to herein means such contract, instrument, insurance policy, certificate or other document Contract as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent; provided that any such amendment, waiver or supplement does not violate the terms of this Agreement; (g) except as otherwise indicated, all references in this Agreement to the words “Section,” “Schedule” and “Exhibit” are intended to refer to Sections, Disclosure Schedules or other Schedules and Exhibits to this Agreement; (h) references to documents or other materials “provided” or “made available” to the Purchaser or similar phrases shall mean that such documents or other materials were (i) delivered to the Purchaser and such delivery is acknowledged in writing by the Purchaser or (ii) accessible to the Purchaser in the VDR. (i) unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement; (j) unless the context otherwise requires, the term “party” when used in this Agreement means a party to this Agreement; (k) except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or”; and Information marked “[***]” has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) is the type of information the registrant treats as private or confidential. (l) all references in this Agreement to “dollars” or “$” mean United States dollars.

Certain Interpretive Matters. (a) The words “hereof,” “herein,” “hereby,” “hereinafter” and “hereunder” and words of similar import, when used in this Agreement, the Ancillary Agreements or the Exhibits or Disclosure Schedules hereto, refer to this Agreement, the Ancillary Agreement or the Exhibit or Disclosure Schedule in which any such word is used and not to any particular provision of this Agreement, the Ancillary Agreements or the Exhibits or Disclosure Schedules in which any such word is used. References to any Article, Section, Disclosure Schedule and Exhibit refer to an Article or Section of, or a Disclosure Schedule or Exhibit to, this Agreement unless otherwise expressly specified. (b) In this Agreement, unless the context otherwise requires: Ancillary Agreements and the Exhibits and Disclosure Schedules hereto, (i) words the meaning of defined terms shall be equally applicable to the singular and plural forms of the masculine or neuter gender shall include the masculine and/or feminine gender, and words in the singular number or in the plural number shall each include the singular number or the plural numberdefined terms; (ii) reference any pronoun or pronouns shall be deemed to any Person includes such Person’s successors include both the singular and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacitythe plural; (iii) reference to any agreement (including this Agreement) or other contract or any document means such agreementthe term “or” is disjunctive but, contract or document as amended or modified and in effect from time to time in accordance with depending on the terms thereof andcontext, if applicable, the terms hereofnot necessarily exclusive; (iv) all amounts in this Agreement are stated and the words “include,” “includes” or “including” shall be paid deemed to be followed by the words “without limitation,” whether or not they are in United States dollars unless specifically otherwise providedfact followed by those words or words of like import; (v) the word “orextent” is in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not exclusivesimply mean “if”; (vi) “including” (references to agreements and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such termother documents shall be deemed to include all subsequent amendments and other modifications thereto; (vii) relative any reference to any Law shall be deemed also to refer to all rules and regulations promulgated under such Law, unless the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including;” context expressly requires otherwise; (viii) references to dollars or “hereto”, “herein’’, “hereof”, “hereinafter$” and similar expressions refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or other part of this Agreementshall mean U.S. dollars; (ix) reference the words “writing,” “written” and comparable terms refer to any “Article” or “Section” printing, typing and other means the corresponding Article(s) or Section(s) of this Agreementreproducing words (including electronic media); and (x) the descriptive headings of Articles, Sections, paragraphs and other parts of this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement or any of the terms or provisions hereof; (xi) reference to any law or order, means (A) such law or order as amended, modified, codified, supplemented or re-enacted, in whole or in part, and in effect from time to time; and (B) any comparable successor laws or orders; and (xii) any contract, instrument, insurance policy, certificate or other document defined or referred to in this Agreement means such contract, instrument, insurance policy, certificate or other document as from time to time amendedgender shall include all genders.

Certain Interpretive Matters. In this Agreement, unless the context otherwise requires: : (ia) words of the masculine or neuter gender shall include the masculine and/or feminine gender, and words in the singular number or in includes the plural number shall each include the singular number or the plural number; and vice versa; (iib) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; ; (iiic) reference to any gender includes each other gender; (d) reference to any (i) agreement (including this Agreement) ), document or other contract or any document instrument means such agreement, contract document or document instrument as amended or modified (including any waiver or consent) and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; hereof and (ivii) all amounts Law means such Law as amended, modified, codified, reenacted or replaced and in effect from time to time; (e) reference to any Article, Section, Schedule or Exhibit means such Article, Section, Schedule or Exhibit of or to this Agreement, and references in any Article, Section, Schedule, Exhibit or definition to any clause means such clause of such Article, Section, Schedule, Exhibit or definition; (f) any accounting term used and not otherwise defined in this Agreement or any Ancillary Agreement has the meaning assigned to such term in accordance with GAAP; (g) the words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” “hereto” and words of similar import are stated references to this Agreement as a whole and shall be paid in United States dollars not to any particular Section or other provision hereof or thereof, unless specifically otherwise provided; expressly so limited; (vh) the word “orincluding” and its derivatives means “including, but is not exclusive; limited to,” and corresponding derivative expressions; (vi) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term; (viii) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including;” (viii) “hereto”, “herein’’, “hereof”, “hereinafter” and similar expressions refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or other part of this Agreement; (ix) reference to any “Article” or “Section” means the corresponding Article(s) or Section(s) of this Agreement; (x) the descriptive headings of Articles, Sections, paragraphs and other parts of this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement or any of the terms or provisions hereof; (xi) reference to any law or order, means (A) such law or order as amended, modified, codified, supplemented or re-enacted, in whole or in part, and in effect from time to time; and (B) any comparable successor laws or orders; and (xii) any contract, instrument, insurance policy, certificate or other document defined or referred to in this Agreement means such contract, instrument, insurance policy, certificate or other document as from time to time amended.

Certain Interpretive Matters. In 1.1.1 Unless the context requires otherwise, (a) all references to Sections, Articles, Exhibits, Annexes or Schedules are to Sections, Articles, Exhibits, Annexes, or Schedules of or to this Agreement, unless (b) the context otherwise requires: (i) words of the masculine or neuter gender shall include the masculine and/or feminine gender, and words in the singular number or in the plural number shall each include the singular number or the plural number; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iii) reference to any agreement (including this Agreement) or other contract or any document means such agreement, contract or document as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (iv) all amounts headings in this Agreement are stated and shall be paid in United States dollars unless specifically otherwise provided; (v) the word “or” is not exclusive; (vi) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term; (vii) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including;” (viii) “hereto”, “herein’’, “hereof”, “hereinafter” and similar expressions refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or other part of this Agreement; (ix) reference to any “Article” or “Section” means the corresponding Article(s) or Section(s) of this Agreement; (x) the descriptive headings of Articles, Sections, paragraphs and other parts of this Agreement are included for convenience of reference only and shall will not control or affect in any way the meaning or interpretation construction of any provisions of this Agreement, (c) each term defined in this Agreement has the meaning assigned to it, (d) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with IFRS, (e) words in the singular include the plural and vice versa, (f) all references to $ or any dollar amounts will be to lawful currency of the United States, (g) to the extent the term “day” or “days” is used, it will mean calendar days, (h) references to the masculine, feminine or neuter gender include each other gender, (i) the words “herein,” “hereby,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular Section, Article, or other subdivision, (j) the terms “including” and “includes” mean “including or provisions hereof; includes without limitation,” (xik) reference to, and the definition of, any document shall be deemed a reference to such document as it may be amended, supplemented, revised, or modified, in writing, from time to time but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement, (l) reference to any law or order, means (A) Law shall be construed as a reference to such law or order Law as amended, modified, codified, supplemented or re-enacted, in whole predesignated, amended or in part, and in effect from time to time; and (B) any comparable successor laws or orders; and (xii) any contract, instrument, insurance policy, certificate or other document defined or referred to in this Agreement means such contract, instrument, insurance policy, certificate or other document as extended from time to time amendedprior to the date hereof, (m) the information contained in the Schedules is disclosed solely for the purposes of this Agreement, and (n) each of the Schedules and the disclosures therein will apply and consist of disclosures only to the corresponding section or subsection of this Agreement.

Certain Interpretive Matters. (a) In this Agreement, unless the context otherwise requires: (i) words of the masculine or neuter gender shall will include the masculine and/or masculine, neuter or feminine gender, and words in the singular number or in the plural number shall will each include include, as applicable, the singular number or the plural number; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iii) reference to any agreement (including accounting term used and not otherwise defined in this Agreement) or other contract Agreement or any document means Transaction Document has the meaning assigned to such agreement, contract or document as amended or modified and in effect from time to time term in accordance with the terms thereof and, if applicable, the terms hereofGAAP; (iv) all amounts in this Agreement are stated and shall be paid in United States dollars unless specifically otherwise provided; (v) the word “or” is not exclusive; (vi) “including” (and and, with correlative meaning meaning, “include”) means including without limiting the generality of any description preceding or succeeding such termlimitation; (vii) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including;” (viii) “hereto”, “herein’’, “hereof”, “hereinafter” and similar expressions refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or other part of this Agreement; (ixv) reference to any “Article” or “Section” Law means the corresponding Article(s) or Section(s) of this Agreement; (x) the descriptive headings of Articles, Sections, paragraphs and other parts of this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement or any of the terms or provisions hereof; (xi) reference to any law or order, means (A) such law or order Law as amended, modified, codifiedsupplemented, supplemented codified or re-enactedreenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and including by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein; and (Bvi) any comparable successor laws agreement, instrument or orders; and (xii) any contract, instrument, insurance policy, certificate or other document policy defined or referred to herein or in this Agreement any agreement or instrument that is referred to herein means such contractagreement, instrument, instrument or insurance policy, certificate or other document policy as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent; (vii) except as otherwise indicated, all references in this Agreement to the words “Section,” “Schedule,” “Annex” and “Exhibit” are intended to refer to Sections, Schedules, Annexes and Exhibits to this Agreement; (viii) unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof; (ix) except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or”; (x) the words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation; (xi) when used in this Agreement, the word “either” shall be deemed to mean “one or the other”, not “both”; (xii) references herein to a party are references to the parties to this Agreement, except to the extent the context expressly provides otherwise; (xiii) all references in this Agreement to “dollars” or “$” mean the lawful currency of the United States of America; and (xiv) where this Agreement calls for the taking of any action on or no later than a date that is not a Business Day, the date or deadline for taking such action shall be the first Business Day following such date.

Certain Interpretive Matters. In this Agreement, unless the context otherwise requires: : (ia) words of the masculine or neuter gender shall include the masculine masculine, neuter and/or feminine gender, and words in the singular number or in the plural number shall each include include, as applicable, the singular number or the plural number; ; (iib) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; ; (iiic) reference to any agreement (including accounting term used and not otherwise defined in this Agreement) or other contract Agreement or any document means Transaction Document has the meaning assigned to such agreement, contract or document as amended or modified and in effect from time to time term in accordance with the terms thereof and, if applicable, the terms hereof; GAAP; (iv) all amounts in this Agreement are stated and shall be paid in United States dollars unless specifically otherwise provided; (v) the word “or” is not exclusive; (vid) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term; ; (vii) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including;” (viii) “hereto”, “herein’’, “hereof”, “hereinafter” and similar expressions refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or other part of this Agreement; (ix) reference to any “Article” or “Section” means the corresponding Article(s) or Section(s) of this Agreement; (x) the descriptive headings of Articles, Sections, paragraphs and other parts of this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement or any of the terms or provisions hereof; (xie) reference to any law or order, (including statutes and ordinances) means (A) such law or order as amended, modified, codified, supplemented modified codified or re-enactedreenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder; and and (Bf) any comparable successor laws or orders; and (xii) any contractagreement, instrument, insurance policy, certificate statute, regulation, rule or other document order defined or referred to herein or in this Agreement any agreement or instrument that is referred to herein means such contractagreement, instrument, insurance policy, certificate statute, regulation, rule or other document order 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, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein. The parties further acknowledge and agree that: (i) this Agreement is the result of negotiations between the parties and shall not be deemed or construed as having been drafted by any one party, (ii) each party and its counsel have reviewed and negotiated, or had the opportunity to negotiate, the terms and provisions of this Agreement (including any Exhibits and Schedules attached hereto) and have contributed, or had to opportunity to contribute, to its revision, (iii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement, and (iv) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement.

Certain Interpretive Matters. In this Agreement, unless the context otherwise requires: (ia) words of the masculine or neuter gender shall include the masculine masculine, neuter and/or feminine gender, and words in the singular number or in the plural number shall each include include, as applicable, the singular number or the plural number; , (iib) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; , (iii) reference to any agreement (including this Agreement) or other contract or any document means such agreement, contract or document as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (iv) all amounts in this Agreement are stated and shall be paid in United States dollars unless specifically otherwise provided; (v) the word “or” is not exclusive; (vic) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term; , (vii) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including;” (viii) “hereto”, “herein’’, “hereof”, “hereinafter” and similar expressions refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or other part of this Agreement; (ixd) reference to any “Article” or “Section” Law means the corresponding Article(s) or Section(s) of this Agreement; (x) the descriptive headings of Articles, Sections, paragraphs and other parts of this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement or any of the terms or provisions hereof; (xi) reference to any law or order, means (A) such law or order as amended, modified, codified, supplemented codified or re-enactedreenacted, in whole or in part, and in effect from time to time; , including rules and regulations promulgated thereunder, and (Be) any comparable successor laws or orders; and (xii) any contractagreement, instrument, insurance policy, certificate statute, regulation, rule or other document order defined or referred to herein or in this Agreement any agreement or instrument that is referred to herein means such contractagreement, instrument, insurance policy, certificate statute, regulation, rule or other document order 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, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein. The parties further acknowledge and agree that: (i) this Agreement is the result of negotiations between the parties and shall not be deemed or construed as having been drafted by any one party, (ii) each party and its counsel have reviewed and negotiated the terms and provisions of this Agreement (including any exhibits and schedules attached hereto) and have contributed to its revision, (iii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement, and (iv) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement. Chaparral Energy, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), hereby certifies as follows pursuant to Sections 242 and 245 of the DGCL: (1) The original Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of the State of Delaware (the “Secretary of State”) on September 14, 2005, and was amended and restated on September 26, 2006. (2) This Second Amended and Restated Certificate of Incorporation (this “Certificate”) was duly adopted in accordance with Sections 242 and 245 of the DGCL. The Board of Directors of the Corporation (the “Board of Directors”) duly adopted resolutions setting forth and declaring advisable this Certificate, and at a special meeting of stockholders, the holders of a majority of the outstanding stock of the Corporation approved this Certificate in accordance with Section 228 of the DGCL. (3) The Certificate of Incorporation of the Corporation, as amended and restated, is hereby amended and restated to read in its entirety as follows: ARTICLE 1 The name of the corporation is Chaparral Energy, Inc (hereinafter called the “Corporation”). ARTICLE 2 The address of the Corporation’s registered office in the State of Delaware is Capitol Services, Inc., ▇▇▇ ▇. ▇▇▇▇▇▇ Highway, Dover, DE 19901. The name of the registered agent of the corporation at such address is Capitol Services, Inc. ARTICLE 3 The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL, as from time to time amended. ARTICLE 4 The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 50,600,004, consisting of as follows: Class A Common $ 0.01 10,000,000 Class B Common $ 0.01 10,000,000 Class C Common $ 0.01 10,000,000 Class D Common $ 0.01 10,000,000 Class E Common $ 0.01 10,000,000 Class F Common $ 0.01 1 Class G Common $ 0.01 3 Preferred $ 0.01 600,000 A. Preferred Stock (1) The total number of shares of preferred stock that the Corporation shall have authority to issue is 600,000, $0.01 par value per share (the “Preferred Stock”). (2) Subject to Article 7 of this Certificate, Preferred Stock may be issued from time to time in one or more series and in such amounts as may be determined by the Board of Directors. The voting powers, designations, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, of the Preferred Stock of each series shall be such as are fixed by the Board of Directors, authority so to do being hereby expressly granted, and as are stated and expressed in a resolution or resolutions adopted by the Board of Directors providing for the issue of such series of Preferred Stock (herein called the “Directors’ Resolution”). Such Directors’ Resolution may (i) limit the number of shares of such series that may be issued, (ii) provide for a sinking fund for the purchase or redemption of shares of such series and specify the terms and conditions governing the operations of any such fund, (iii) grant voting rights to the holders of shares of such series, (iv) impose conditions or restrictions upon the creation of indebtedness of the Corporation or upon the issuance of additional Preferred Stock or other capital stock ranking on a parity therewith, or prior thereto, with respect to dividends or distribution of assets upon liquidation, (v) impose conditions or restrictions upon the payment of dividends upon, or the making of other distributions to, or the acquisition of, shares ranking junior to the Preferred Stock or to any series thereof with respect to dividends or distributions of assets upon liquidation, (vi) state the time or times, the price or prices or the rate or rates of exchange and other terms, conditions and adjustments upon which shares of any such series may be made convertible into, or exchangeable for, at the option of the holder or the Corporation or upon the occurrence of a specified event, shares of any other class or classes or of any other series of Preferred Stock or any other class or classes of stock or other securities of the Corporation, and (vii) grant such other special rights and impose such qualifications, limitations or restrictions thereon as shall be fixed by the Board of Directors, to the extent not inconsistent with this Article 4 and to the full extent now or hereafter permitted by the laws of the State of Delaware. (3) Except as expressly provided by law, or except as may be provided in any Directors’ Resolution, the Preferred Stock shall have no right or power to vote on any question or in any proceeding or to be represented at, or to receive notice of, any meeting of stockholders of the Corporation. (4) Preferred Stock that is redeemed, purchased or retired by the Corporation shall assume the status of authorized but unissued Preferred Stock and may thereafter, subject to the provisions of any Directors’ Resolution providing for the issue of any particular series of Preferred Stock, be reissued in the same manner as authorized but unissued Preferred Stock.

Certain Interpretive Matters. In 1.1.1 Unless the context requires otherwise, (a) all references to Sections, Articles, Exhibits, Annexes or Schedules are to Sections, Articles, Exhibits, Annexes, or Schedules of or to this Agreement, unless (b) the context otherwise requires: (i) words of the masculine or neuter gender shall include the masculine and/or feminine gender, and words in the singular number or in the plural number shall each include the singular number or the plural number; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iii) reference to any agreement (including this Agreement) or other contract or any document means such agreement, contract or document as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (iv) all amounts headings in this Agreement are stated and shall be paid in United States dollars unless specifically otherwise provided; (v) the word “or” is not exclusive; (vi) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term; (vii) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including;” (viii) “hereto”, “herein’’, “hereof”, “hereinafter” and similar expressions refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or other part of this Agreement; (ix) reference to any “Article” or “Section” means the corresponding Article(s) or Section(s) of this Agreement; (x) the descriptive headings of Articles, Sections, paragraphs and other parts of this Agreement are included for convenience of reference only and shall will not control or affect in any way the meaning or interpretation construction of any provisions of this Agreement, (c) each term defined in this Agreement has the meaning assigned to it, (d) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with GAAP, (e) words in the singular include the plural and vice versa, (f) all references to $ or dollar amounts will be to lawful currency of the United States, (g) to the extent the term “day” or “days” is used, it will mean calendar days, (h) references to the masculine, feminine or neuter gender include each other gender, (i) the words “herein,” “hereby,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular Section, Article, or other subdivision, (j) the terms “including” and “includes” mean “including or includes without limitation,” (k) reference to, and the definition of, any document shall be deemed a reference to such document as it may be amended, supplemented, revised, or modified, in writing, from time to time but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement, (l) reference to any Law shall be construed as a reference to such Law as re-enacted, redesignated, amended or extended from time to time prior to the date hereof, (m) the information contained in the Schedules is disclosed solely for the purposes of this Agreement, and (n) the mere inclusion of information in the Schedules as an exception to a representation, warranty or covenant (i) shall not be deemed an admission by any Party that such information represents a material exception or a material fact, event or circumstance or that such information has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) constitute, or be deemed to be, an admission to any third party concerning such information; (m) matters disclosed pursuant to any Section of this Agreement (or any section of the Schedules) will be deemed to be disclosed with respect to all Sections of this Agreement (and all sections of the Schedules) to the extent the disclosure is reasonably apparent from its content and context to be relevant to such other Sections or sections of the Schedules. Capitalized terms used in the Disclosure Schedules but not otherwise defined therein will have the respective meanings assigned to such terms in this Agreement; and (n) whenever the words “delivered to Purchaser” or “made available to Purchaser” or similar words are used in this Agreement with respect to any documents or other information, such words shall mean that such documents or information were available for review in the Data Room or otherwise made available to Purchaser in tangible or electronic form, in each case to the extent requested by Purchaser in any written due diligence request or supplemental request prior to and through the date of execution of this Agreement. 1.1.2 The Parties intend that each representation, warranty and covenant contained in this Agreement shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such Party has not breached, shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. 1.1.3 No provision of this Agreement will be interpreted in favor of, or against, any of the Parties by reason of the extent to which any such Party or its counsel participated in the drafting of this Agreement or any by reason of the terms extent to which any such provision is inconsistent with any prior draft of this Agreement. 1.1.4 All references to the “knowledge of the Company” or provisions hereof; (xi) reference to any law or order, means (A) such law or order as amended, modified, codified, supplemented or re-enacted, in whole or in partwords of similar import will be deemed to be references to the actual knowledge of the Knowledge Persons, and such knowledge that would reasonably be expected to be known by such Knowledge Persons in effect from time to time; the ordinary and (B) any comparable successor laws or orders; and (xii) any contract, instrument, insurance policy, certificate or other document defined or referred to in this Agreement means such contract, instrument, insurance policy, certificate or other document as from time to time amendedusual course of the performance of their professional responsibility.