and Modification; Waiver
and Modification. The Merger Agreement may be amended, modified and supplemented by the parties, in writing, at any time before
or after receipt of the requisite stockholder approvals. However, after stockholder approval has been received, no amendment is
permissible that would require further stockholder approval under applicable law without further approval of such stockholders.
At any time prior to the effective time of the Merger, either party may, in writing, (i) extend the time for the performance of
any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations or warranties made
by the other party contained in the Merger Agreement or in any document delivered pursuant thereto or (iii) waive compliance with
any of the agreements or conditions by the other party contained in the Merger.
Third Party Beneficiaries
Merger Agreement is not intended to confer any rights or remedies upon any person other than the parties and, as described in
the section entitled “The Merger Agreement—Directors’ and Officers’ Insurance and Indemnification,”
the Indemnified Parties.
parties have agreed in the Merger Agreement that irreparable injury will occur in the event that any of the provisions of the
Merger Agreement is not performed in accordance with its specific terms or is otherwise breached. Each party will be entitled
to an injunction or injunctions to prevent or remedy any breaches or threatened breaches of the Merger Agreement by any other
party, to an injunction, judgment, decree or other order of specific performance to specifically enforce the terms and provisions
of the Merger Agreement and to any further equitable relief.