This Agreement, and any Action arising out of or relating to this Agreement or the transactions contemplated by this Agreement or by the Purchase Agreement, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of Law principles thereof; provided , that, notwithstanding the foregoing, any matters concerning or implicating the Company directors’ fiduciary duties shall be governed by and construed in accordance with the applicable fiduciary duty Laws of The Netherlands.