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respect to the transferred Interests, Allen and the Permitted Transferee will enter into a Put Agreement in the form of Attachment A-1 or Attachment A-2 to this Agreement, and Allen and the Permitted Transferee will thereupon have the rights and be subject to the obligations set forth in such Put Agreement. (c) Allen is entitled, in his sole discretion, to sssign his rights to purchase any Interests under this Agreement to one or more entities controlled by Allen, but no such assignment will relieve Allen of any of his obligations under this Agreement. 8.10 Govern nv La . This Agreement shall be governed by the laws ofthe Sate of Delaware, without regard to any choice of law provisions of that state or the laws of any other jurisdiction. 8.11 Headings. The Section headings in this Agreement are inserted only as a matter ofconvenience and in no way define, limit, extend or interpret the scope of this Agreement or of any particular Section. 8.12 Number and Gender. Throughout his Agreement, as the context may require, (a) the masculine gender includes the feminine and neuter; and the neuter gender includes the masculine and feminine; and (b) the singular tense and number includes the plural, and the plural tense and number includes the singular. 8.13 Gountemarts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8.14 CRM. Except as otherwise provided in this Agreemen4 each party will bear his or its own costs in connection with the exercise of the Holder's right under this Agreement and the purchase and sale of any Interests pursuant to this Agreement. 8.15 Default. In the event of any legal action between the paries arising out of or in relation to this Agreement, the prevailing parry in such legal action shall be entitled to recover, in addition to any other legal remedies, all of his or its costs and expenses, including reasonable attorney's fees, from the non -prevailing party, regardless ofwhether such legal action is prosecuted to comoletion. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date JIM set forth above. Paul G. Allen, by William D. Savoy, attomey-in-fact ocue01;113245se -7-