Contract analysis

Section 1. Defined Terms. All capitalized terms used but not otherwise defined in this First Amendment shall have the meanings ascribed to such terms in the Original Agreement. In addition to the terms defined elsewhere in this First Amendment, the following definitions shall apply: (a) "Original Agreement" means the Settlement Standstill Agreement dated April 28, 2023, executed by and among the Parties. (b) "First A

Section 2. Amendment of Term; Extension. (a) Amendment of Expiration Date. Section 4.1 of the Original Agreement (the "Term" provision) is hereby amended to delete the reference to the original expiration date of October 28, 2023, and to replace it in its entirety with a reference to the Extended Expiration Date of April 28, 2024. All references in the Original Agreement to the expiration date of the standstill perio

Section 3. Continuation of All Other Terms. Except as expressly modified by this First Amendment, all terms, conditions, provisions, covenants, representations, and warranties of the Original Agreement shall remain in full force and effect and are hereby ratified, confirmed, and reaffirmed in all respects. The Original Agreement, as amended by this First Amendment, is and shall continue to be in full force and effect

Section 4. Representations and Confirmations. Each Party hereby represents, warrants, and confirms to the other Parties as follows: (a) Authority. Each Party represents and warrants that he or she has full legal capacity and authority to enter into this First Amendment, and that this First Amendment has been duly executed and delivered by such Party and constitutes a valid and binding obligation of such Party enforce

Section 5. Governing Law. This First Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of California. Any dispute, claim, or controversy arising out of, relating to, or in connection wit

Section 6. Counterparts. This First Amendment may be executed 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. Delivery of an executed counterpart of a signature page to this First Amendment by facsimile, electronic mail (including portable document format (.pdf)), or other electronic transmission shall be effective as deli

Section 7. Entire Agreement. The Original Agreement, as amended by this First Amendment, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether oral or written, relating to such subject matter. No amendment, modification, or waiver of any provision of thi

Section 8. Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this First Amendment shall be delivered in accordance with the notice provisions set forth in the Original Agreement, to the addresses set forth therein or as subsequently updated by written notice delivered in accordance with such provisions. For the avoidance of doubt, as of the date hereof