Contract analysis

Section 1. Defined Terms. Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the LOI. As used herein, "Amendment" means this First Amendment to Letter of Intent, dated as of December 15, 2023, by and between Buyer and Seller. All references in the LOI to "this Letter of Intent," "herein," "hereof," "hereunder," and words of similar import sh

Section 2. Extension of Exclusivity Period. (a) Section 8 of the LOI is hereby amended to extend the Exclusivity Period from the Original Exclusivity Expiration Date of December 15, 2023, to and including January 31, 2024, at 11:59 p.m. Eastern Time (the "Extended Exclusivity Expiration Date"). All references in the LOI to the expiration of the Exclusivity Period, or to the date on which the Exclusivity Period termin

Section 3. No Other Modifications. (a) Except as expressly amended by this Amendment, the LOI shall remain in full force and effect in accordance with its terms, and is hereby ratified and confirmed in all respects. The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of any Party under the LOI, nor constitute a

Section 4. Binding Effect of Exclusivity Extension. The Parties acknowledge and agree that the exclusivity provisions of the LOI, as amended by this Amendment, are and shall continue to be legally binding obligations of the Parties, enforceable in accordance with their terms, consistent with and as set forth in the LOI. The extension of the Exclusivity Period effected by this Amendment shall be deemed to be a continu

Section 5. Non-Binding Nature of Remaining LOI Terms. The Parties hereby reaffirm and acknowledge that, except for (a) the exclusivity provisions set forth in Section 8 of the LOI (as amended by this Amendment), (b) the confidentiality provisions set forth in Section 9 of the LOI, (c) the governing law provisions set forth in Section 12 of the LOI, and (d) such other provisions of the LOI as are expressly stated ther

Section 6. Confidentiality. The Mutual Non-Disclosure Agreement dated October 10, 2023, by and between Buyer and Seller (the "Confidentiality Agreement") remains in full force and effect and has not been amended, modified, or waived by this Amendment or by the LOI. The terms of the Confidentiality Agreement shall apply to this Amendment and to all information exchanged between the Parties in connection with the negot

Section 7. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing la

Section 8. Counterparts and Electronic Signatures. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by electronic transmission, including by portable document format (PDF), facsimile, or through an electronic