Miscellaneous Contract Terms

A. Governing Law.

This LOA shall be governed by the Laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause application of the Laws of any jurisdiction other than the State of New York.

B.  Amendments; Waivers.

This LOA may be amended or modified, or a provision hereof may be waived, only in a writing signed by the Parties or, in the case of a waiver, by the Party waiving compliance. No delay in enforcing any right hereunder shall be deemed a waiver of that right, nor shall any express or implied waiver of any right of a Party under any specific circumstance be considered to waive any right of the Party under any other circumstance. To be effective any waiver must be in writing and signed by the waiving Party.

C. Assignment; Binding Effect.

Neither Party may assign any rights or delegate any obligations under this LOA absent the prior written consent of the other Party in each instance. The terms and conditions of this LOA shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. Nothing in this LOA, express or implied, is intended to confer upon any Party other than the Parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this LOA.

D. Interpretation.

The exhibits attached hereto are an integral part of this LOA. All exhibits attached to this LOA are incorporated herein by this reference. All references herein to this “LOA” shall mean this LOA together with all such exhibits. In the event of a conflict of terms between this LOA and the PUA, this LOA shall govern.

E. Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any material manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the greatest extent possible.

F. Notices.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given on the date delivered if delivered in person, or one (1) day after being sent if sent prepaid overnight, receipted courier service, or seven (7) days after being sent if sent by first class mail properly addressed to the respective party at the address set forth on the signature page herein.

G. Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which counterparts when taken together will constitute one and the same agreement. A signature of any Party to this Agreement transmitted by electronic means shall be deemed to have the same legal effect as delivery of such Party’s original signature to this Agreement.