The terms of the preamble are incorporated herein and shall constitute a part of this Settlement Agreement. This Settlement Agreement (inclusive of the Agreement referenced herein) constitutes the complete and exclusive agreement among the parties hereto with respect to the matters that are the subject of this Settlement Agreement, and may not be altered, amended or modified in any respect whatsoever except in a writing duly executed by each of the parties to this Settlement Agreement. This Settlement Agreement shall be binding upon and shall inure to the benefit of each of the undersigned parties hereto and each of their respective heirs, successors, and assigns. This Settlement Agreement shall be governed in its enforcement, construction and interpretation by the laws of the State of Delaware. This Settlement Agreement may be executed in 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 a signature page to this Settlement Agreement by facsimile transmission or by electronic mail in a PDF (or comparable) file shall be effective as delivery of a manually executed counterpart of this Settlement Agreement.