Epstein Secrets

matters arising out of or relating in any way whatsoever to this Agreement (whether in contract, tort or otherwise), shall be governed by the law of the State of New York. US909125/6+ Page 9 EFTA00300193 7.8 Entire Agreement; Binding Effect This Agreement (including all exhibits and any other attachments) consti

alf of Purchaser. 5. CLOSING 5.1 Closing Date The closing of the sale of the Transferred Interests (the Closing) will be held at the offices of Freshfields Bruckhaus Deringer US LLP, located at 520 Madison Avenue, 34th Floor, New York, NY 10022, at I1 a.m. local time on the fifth Business Day following the date by which the con

ning Law. This Agreement and any claims or disputes arising hereunder shall be governed by and interpreted in accordance with the internal laws of the State of New York, without regard to principles of conflict of laws, except to the extent that federal law requires that federal law govern. 16.11 Evidentiary Rules.

l for Claimants Kramer Levin Naftalis & Frankel LLP By: Stephen M. Sinaiko 1177 Avenue of the Americas New York, New York 10036 (212) 715-9100 Freshfields Bruckhaus Deringer US LLP By: Marshall H. Fishman Gabrielle L. Gould 520 Madison Avenue, 34th Floor New York, New York 10022 (212) 277-4000 Co-Counsel for The Bear Stea

rest in Holdings. 8. Miscellaneous. The terms of this letter and the Transaction shall be governed by and construed in accordance with the laws of the State of New York. Clause 7.15 of the attached purchase and sale agreement shall apply to this letter mutatis mutandis and as if set out in full herein. Please indi

herein is prudent 5. CLOSING 5.1 Closing Date The closing of the sale of the Transferred Interests (the Closing) will be held at the offices of Freshfields Bruckhaus Deringer US LLP, located at 520 Madison Avenue, 34th Floor, New York, NY 10022, at 11 a.m. local time on the fifth Business Day following the date by which the con

ning Law. This Agreement and any claims or disputes arising hereunder shall be governed by and interpreted in accordance with the internal laws of the State of New York, without regard to principles of conflict of laws, except to the extent that federal law requires that federal law govern. - 14 - KU 23311357i EF

l for Claimants Kramer Levin Naftalis & Frankel LLP By: Stephen M. Sinaiko 1177 Avenue of the Americas New York, New York 10036 (212) 715-9100 Freshfields Bruckhaus Deringer US LLP By: Marshall H. Fishman Gabrielle L. Gould 520 Madison Avenue, 34th Floor New York, New York 10022 (212) 277-4000 Co-Counsel for The Bear Stea