Contract analysis

Section 3(a) of the Original Agreement, as previously amended by Section 1 of the First Amendment, which defines the term and expiration date of the standstill period, is hereby further amended to extend the expiration date from April 28, 2024, to October 28, 2024. The standstill period, including without limitation the tolling of all litigation deadlines and the prohibition on the filing of new motions, discovery re

Section 2 — Continued Tolling of Litigation Deadlines All litigation deadlines in In re Estate of Teodoro R. Fonseca, Case No. 22STPB09714, pending in the Los Angeles County Superior Court, Probate Division, including but not limited to discovery deadlines, motion deadlines, hearing dates, and any other deadlines imposed by the Court, applicable rules of court, or applicable statutes, shall continue to be tolled thro

Section 3 — Continued Administration by Ashford Fiduciary Services Inc. Ashford Fiduciary Services Inc. shall continue to serve as the neutral administrator of the estate during the extended standstill period, on the terms and conditions set forth in the Original Agreement and in the Stipulation for Appointment of Neutral Administrator filed with the Court on March 22, 2023. The Parties acknowledge and agree that the

Section 4 — Confidentiality The confidentiality provisions set forth in Section 6 of the Original Agreement shall continue to apply in full force and effect to all settlement discussions, negotiations, correspondence, proposals, counterproposals, and related communications conducted during the extended standstill period established by this Second Amendment. All such communications shall remain privileged and confiden

Section 5 — Termination Rights Preserved Either Party's right to terminate the standstill on thirty (30) days' prior written notice to the other Party (or Parties), as set forth in Section 3(b) of the Original Agreement, remains unchanged and in full force and effect during the extended term established by this Second Amendment. For the avoidance of doubt, upon the effective date of any such termination, all tolled d

Section 6 — No Other Modifications Except as expressly amended by this Second Amendment, all terms and conditions of the Original Agreement, as amended by the First Amendment, shall remain in full force and effect and are hereby ratified, confirmed, and restated in their entirety. Without limiting the generality of the foregoing, all provisions of the Original Agreement relating to the neutral administration of the e

Section 7 — Counterparts This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Second Amendment by electronic transmission (including by electronic mail in portable document format (.pdf)) or by facsimile shall be equally effective as deliv

Section 8 — Governing Law This Second Amendment shall be governed by and construed 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 other jurisdiction. SIGNATURE PAGE TO SECOND AMENDMENT TO SETTLEMENT STANDSTILL AGREEMENT IN WITNESS WHEREOF, the Parties have executed this Second