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6.2 Entire
Agreement. This Agreement and the other documents and agreements executed in connection with the Transaction embody the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous
oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings
between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including,
without limitation, any term sheets, emails or draft documents.
6.3 Assignment;
Binding Agreement. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and
be binding upon the parties hereto and their permitted successors and assigns. Neither the Buyer nor the Seller shall be permitted
to assign this Agreement without the written consent of the other.
6.4 Counterparts.
This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by electronic transmission
shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.
6.5 Governing
Law; Exclusive Jurisdiction; Waiver of Jury Trial. This Agreement shall in all respects be construed in accordance with and
governed by the substantive laws of the State of New York, without giving effect to principles of conflicts of laws. Each of the
Buyer and the Seller agrees that any suit or proceeding arising in respect of this Agreement or the Transaction will be tried
exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction,
in any state court located in such district, and the Buyer and the Seller each agrees to submit to the jurisdiction of, and to
venue in, such courts. Each of the Buyer and the Seller Stockholder hereby irrevocably waives, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or
the Transaction.
6.6 Amendments.
This Agreement and its terms may not be changed, amended, waived, terminated, augmented, rescinded or discharged (other than in
accordance with its terms), in whole or in part, except by a writing executed by the parties hereto.
6.7 Survival.
The representations and warranties herein shall survive the Closing, subject to all applicable statutes of limitation, statutes
of repose and other similar defenses provided in law or equity.
6.8 No
Third Party Beneficiaries or Other Rights. This Agreement is for the sole benefit of the parties hereto and their successors
and permitted assigns, and nothing herein express or implied shall give or shall be construed to confer any legal or equitable
rights or remedies to any person other than the parties to this Agreement and such successors and permitted assigns.
6.9 Severability.
If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
6.10 Further
Assurances. Each party hereto hereby agrees to execute and deliver, or cause to be executed and delivered, such other documents,
instruments and agreements, and take such other actions consistent with the terms of this Agreement as may be reasonably necessary
in order to accomplish the transactions contemplated by this Agreement.
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