FairPoint Communications 2004 Annual Report Download - page 482

may assign all or any portion of its rights or obligations under this Agreement to one or more persons or other entities designated by it.
(d) Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without
reference to principles of conflict of laws which would require application of the law of another jurisdiction, except to the extent that the corporate
law of the State of Delaware specifically and mandatorily applies.
(e) Severability; Blue Pencil. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. If, in the
opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise
or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so
amended.
(f) Consent to Electronic Delivery. By executing this Agreement, Grantee hereby consents to the delivery of information (including, without
limitation, information required to be delivered to the Grantee pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan,
and the Restricted Stock via Company web site or other electronic delivery.
(g) Section and Other Headings, etc. The section and other headings contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
– Signature page follows –
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