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3. S:'irccessors: and :Assi?t;iis. This Agreement shall be binding on and inure to the benefit of the respective successors, assigns, heirs, and personal representatives of the parties. 4. Go'verni-n- Aueemeni. This Agreement is expressly made subject to the terms and provisions of the Incentive Agreement. This Agreement will not affect, alter, enlarge, diminish or otherwise impair any of the representations, warranties, covenants, conditions, indemnities, terms or provisions of the Incentive Agreement, and all of the representations, warranties, covenants, conditions, indemnities, terms and provisions contained in the Incentive Agreement will survive the delivery of this Agreement to the extent, and in the manner, set forth in the Incentive Agreement. In thc event of a conflict between the terms and provisions of this Agreement and the terms and provisions of the Incentive Agreement, the terms and provisions of the Incentive Agreement will govem and control. 5. liiterpreiation. Titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. This Agreement will be construed without regard to any presumption or rule requiring construction or interprctation against the pariy drafting or causing any instrument to be drafted. 6. C?oun[erli6ris. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall bc deemed an original, and such counterparts together shall constitute one instrument. 7. -Goueriiuir Law.. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict of laws principles. 8. Notices. All notices that may be proper or necessary to be served shall be in writing and sent by regular U.S. mail, postage prepaid, or certified mail, return receipt requested, to the following addresses, or to such other address as either party may designate in writing for such purpose: If to the Company, to: With a copy to: Ring LLC 1523 26th Street, Santa Monica CA 90404 Attn: Legal Department If to the Village: Ronald C. Wynne, CPA Director of Finance Mayfield Village 6622 Wilson Mills Road Mayfield Village, Ohio 44143 With a copy to: Anthony J. Coyne, Esq. Mayfield Village Director of Law 1001 Lakeside Avenue, Suite 1400 Cleveland, Ohio 44114 [Signature page follows.]