New York Uses in Headings Clause

Headings from Underwriting Agreement

Kala Pharmaceuticals, Inc., a Delaware corporation (the Company), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the Underwriters), for whom you are acting as representatives (the Representatives), an aggregate of [*] shares of common stock, par value $0.001 per share (the Common Stock), of the Company (the Underwritten Shares) and, at the option of the Underwriters, up to an additional [*] shares of Common Stock of the Company (the Option Shares). The Underwritten Shares and the Option Shares are herein referred to as the Shares. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the Stock.

Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

Headings from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is dated as of June 29, 2017, between Precipio, Inc. (formerly Transgenomic, Inc.), a Delaware corporation (the "Company") and the investors set forth in Schedule A attached hereto (each a "Purchaser" and collectively, the "Purchasers").

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Headings

This CREDIT AND GUARANTY AGREEMENT, dated as of October 14, 2016, is entered into by and among RLJ ENTERTAINMENT, INC., a Nevada corporation ("Parent Borrower") and Subsidiaries of Parent Borrower, as Guarantors, the Lenders party hereto from time to time, Digital Entertainment Holdings LLC ("AMC"), as Administrative Agent (in such capacity, together with its successors and assigns in such capacity, "Administrative Agent") and Collateral Agent (in such capacity, together with its successors and assigns in such capacity, "Collateral Agent").

Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

Headings from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into this 2nd day of June, 2017, by and among The Sherwin-Williams Company, an Ohio corporation (the Company), and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (collectively, the Dealer Managers).

Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Headings from Registration Rights Agreement

Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Headings from Securities Purchase Agreement

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 12, 2017, by and among Air Industries Group, a Nevada corporation, with headquarters located at 360 Motor Parkway, Suite 100, Hauppauge, New York 11788 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Headings from Amended and Restated Registration Rights Agreement

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March 31, 2017, and effective as of, and conditioned on, the consummation of the Exchange Offers, is entered into by and among Affinion Group Holdings, Inc., a Delaware corporation (the "Company") and the holders party to the Old Registration Rights Agreement (as defined below) and the holders listed on Schedule I hereto (each a "Holder" and, collectively, the "Holders").

Headings. The section headings of this Agreement are for convenience of reference only and shall not, for any purpose, be deemed to be part of this Agreement or otherwise affect the interpretation of this Agreement.

Headings from Warrant Agreement

THIS DEBT SECURITIES WARRANT AGREEMENT (this Agreement), dated as of [*], between CYMABAY THERAPEUTICS, INC, a Delaware corporation (the Company) and [*], a [corporation] [national banking association] organized and existing under the laws of [*] and having a corporate trust office in [*], as warrant agent (the Warrant Agent).

Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Headings from Intercreditor Agreement

This INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this Agreement) is entered into as of August 20, 2015, by and between CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the Original First Lien Agent) for the Original First Lien Secured Parties referred to below, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the Original Second Lien Agent) for the Original Second Lien Secured Parties referred to below. Capitalized terms used herein without other definition are used as defined in Article I hereof.

Headings. The headings of the articles and sections of this Agreement are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof.

Headings

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.