Exhibit 2.1

Certain Information has been excluded from this Exhibit 2.1 because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] DENOTES information that has been OMItted.

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

Larry Fehrenbacher and Sharon Fehrenbacher, as SELLERS

and

SINTX TECHNOLOGIES, INC., AS BUYER

Dated as of JUNE 30, 2022

Contents

Stock Purchase Agreement

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2022, by and between SINTX Technologies, Inc., a corporation organized under the Laws of the State of Delaware (“Buyer”), and Larry Fehrenbacher and Sharon Fehrenbacher (individually a “Seller” and together “Sellers”) and Technology Assessment and Transfer, Inc., a corporation organized under the Laws of the State of Maryland (the “Company”). Buyer, Sellers and Company are collectively referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, Sellers are the record and beneficial owners of all of the five hundred (500) issued and outstanding shares of common stock (Sharon Fehrenbacher owns 275 shares and Larry Fehrenbacher owns 225 shares), each with a no par value (the “Purchased Shares”) of Company;

WHEREAS, Buyer desires to acquire from Sellers all of the Purchased Shares, upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, Sellers desires to sell the Purchased Shares to Buyer upon the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I. Purchase and Sale of Stock.

Section 1.1. Purchase and Sale of Stock. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, all of Sellers’ rights, title and interest in and to the Purchased Shares, free and clear of all liens, claims and encumbrances of any nature whatsoever (collectively, “Liens”). At the Closing, the Sellers shall deliver to the Buyer one or more stock certificates representing the Purchased Shares duly endorsed in blank or with duly executed stock powers attached.

Section 1.2. Consideration. In exchange for Sellers’ transfer of the Purchased Shares to Buyer, Sellers have agreed to the following terms:

Section 1.3. Holdback. In the event Actual Working Capital is less than the Target Working Capital or the long-term liabilities of the Company exceed the liabilities identified on the balance sheet of Company, as of the Closing Date provided to Buyer, then Buyer may offset any amount due to Sellers under the terms of their Personal Loans or any amounts earned by Sellers under Section 1.2(b) with respect to the earnout, by the total deficiency of the Actual Working Capital and by the amount by which the long-term liabilities are in excess of the amounts outlined in 1.2 (a), as set forth in the Closing Date balance sheet.

Section 1.4. Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the execution of this Agreement on the date of this Agreement (the “Closing Date”).

Section 1.5. Closing Deliverables.

Article II. Representations and Warranties of Sellers.

Sellers hereby represent and warrant to Buyer, as of the Closing Date, as follows:

Section 2.1. Organization. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the requisite corporate power to carry on its business as now conducted.

Section 2.2. Capitalization. The authorized capital stock of the Company consists of 1,000 shares of common stock, no par value per share. At the close of business on the Business Day immediately preceding the date of this Agreement, 500 shares of Stock were issued and outstanding and all such shares are fully paid and non-assessable.

Section 2.3. Authorization and Execution. Sellers have the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Sellers and, constitutes a legal, valid and binding agreement of Sellers, enforceable against Sellers in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity. The execution, delivery and performance by Sellers of this Agreement, and the consummation by Sellers of the transactions contemplated hereby, have been duly and validly authorized by the board of directors of Sellers and no other corporate proceedings on the part of Sellers are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform the obligations of Sellers hereunder.

Section 2.4. Title. Sellers are the record and beneficial owner of the Purchased Shares, free and clear of any Liens and, upon delivery of and payment for such Purchased Shares as herein provided, Buyer will acquire good and valid title thereto, free and clear of any Lien, other than Liens imposed by applicable federal and state securities Law restrictions.

Section 2.5. Consents and Approvals. The execution and delivery of this Agreement by Sellers and the consummation by Sellers of the transactions contemplated hereby require no consent, approval, authorization, or filing with or notice to any Governmental Authority.

Section 2.6. Non-Contravention. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated by this Agreement do not and will not (with or without notice or lapse of time or both) (a) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of Buyer; (b) contravene, conflict with or result in a violation or breach of any Law or Order; or (c) require any consent or approval under, violate, conflict with, result in any breach of any loss of any benefit under, or constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of any contract to which Buyer is a party, or by which its properties or assets may be bound or affected, with such exceptions, in the case of each of clauses (b) and (c) of this section, would not reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement.

Section 2.7. Financial Statements.

Section 2.8. Undisclosed Liabilities. Except as set forth on Section 2.8 of the Disclosure Schedule, there is no liability, debt, or legally binding commitment or obligation of any nature whatsoever, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable or otherwise (any such liability, debt or legally binding commitment or obligation, a “Liability”) of the nature required to be disclosed in a balance sheet prepared in accordance with GAAP], against the Company, and whether or not required to be disclosed, or any other fact or circumstance that would reasonably be likely to result in any claims against, or any obligations or liabilities of, the Company, except for liabilities and obligations (a) reflected or reserved for on the Financial Statements or disclosed in the notes thereto, (b) that have arisen since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of the operation of business of the Company or (c) under any Material Contract set forth on Section 2.8 of the Disclosure Schedule or not required to be disclosed in the schedules (other than any such liability, debt or obligation resulting from a breach or a default thereunder).

Section 2.9. Employee Benefit Plans.

Section 2.10. Litigation.

Section 2.11. Tax Matters.

Section 2.12. Compliance with Laws; Permits.

Section 2.13. Environmental Matters.

For purposes of this Agreement, “Environmental Law” means any federal, state, or local statute, Law or Order relating to: (i) the protection of health and safety or the environment or (ii) the handling, use, transportation, disposal, release or threatened release of any Hazardous Substance; and “Hazardous Substance” means any substance that is: (i) listed, classified, regulated or defined pursuant to any Environmental Law or (ii) any petroleum product or byproduct, asbestos-containing material, polychlorinated biphenyls, or radioactive material.

Section 2.14. Intellectual Property.

Section 2.15. Properties.

Section 2.16. Material Contracts.

Section 2.17. Anticorruption. The Company, including its employees, directors, agents, or other Persons acting on their behalf, have not, directly or indirectly, taken any action that would cause Sellers to be in violation of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company (collectively with the FCPA, the “Anticorruption Laws”). The Company, including its employees, directors, agents, or other Persons acting on their behalf, have not, directly or indirectly, corruptly given, loaned, paid, promised, offered or authorized payment of money or anything of value to any “foreign official” as defined in the FCPA or, in violation of Law, to any other government official, to secure any improper advantage or to obtain or retain business for any Person or to achieve any other purpose prohibited by the Anticorruption Laws. The Company has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws.

Section 2.18. Insurance. Section 2.18 of the Disclosure Schedule lists as of the date hereof all insurances of the Company currently in place, including property, fire, workers’ compensation, products liability, directors’ and officers’ liability and other casualty and liability insurance, that is in form and amount as customary for its business and as may be additionally required under the terms of any agreement. There is no claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed. There is no threatened termination of, or pending material premium increase with respect to, any such policies or bonds.

Section 2.19. Brokers; Certain Expenses. No agent, broker, investment banker, financial advisor, or other firm or Person, whose fees and expenses shall be paid solely by Sellers, is or shall be entitled to receive any brokerage, finder’s, financial advisors, transaction or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon agreements made by or on behalf of Sellers.

Section 2.20. Customers and Suppliers. Section 2.20 of the Disclosure Schedule sets forth a correct and complete list of the top 5 customers and top 5 suppliers of the Company during its fiscal year ended December 31, 2021, and indicates with respect to each the name, address and dollar volume of business with the Company (including the primary categories, based on purchases or sales, of products bought or sold). Since the date of the most recent balance sheet included in the Financial Statements, no customer or supplier required to be disclosed on Section 2.20 of the Disclosure Schedule has terminated or failed to renew its relationship with, or materially reduced its purchases from or sales to, the Company.

Section 2.21. Transactions with Affiliates. Except as disclosed on Section 2.21 of the Disclosure Schedule: (a) none of the customers, suppliers, distributors or sales representatives of the Company are affiliates of the Company or of any of its officers, directors, stockholders, or any immediate family member of any officer, director, or affiliate of Company (“Related Person”); (b) none of the properties or assets of the Company are owned or used by or leased to any affiliates of the Company or of any of its officers, directors or stockholders; (c) no affiliate of the Company or of any of its officers, directors or stockholders is a party to any Company agreement; and (d) no affiliate of the Company or of any of its officers, directors or stockholders provides any legal, accounting or other services to the Company.

Section 2.22. Full Disclosure. No representation or warranty of Sellers or the Company in this Agreement or in any exhibit, certificate, or schedule attached or furnished, contains, or on the Closing Date will contain, any untrue statement of material fact or omits, or on the Closing Date will omit, to state any fact necessary in order to make the statements contained therein, in light of the circumstances in which they are made, not misleading. All such statements, representations, warranties, exhibits, certificates, and schedules shall be true and complete in all material respects on and as of the Closing Date as though made on that date. Neither any Seller nor the Company has Knowledge of any fact that has specific application to the Company (other than general economic or industry conditions) and that may materially adversely affect the assets, business, prospects, financial condition or results of operations of the Company that has not been set forth in this Agreement or the Disclosure Schedule.

Article III. Representations and Warranties of Buyer.

Buyer represents and warrants to Sellers, as of the Closing Date, as follows:

Section 3.1. Organization. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the requisite corporate power to carry on its business as now conducted.

Section 3.2. Authorization and Execution. Buyer has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Buyer and, assuming due authorization, execution and delivery of this Agreement by Sellers, constitutes a legal, valid and binding agreement of Buyer, enforceable in accordance with its terms against Buyer, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar Laws relating to creditors’ rights generally and by general principles of equity. The execution, delivery and performance by the Buyer of this Agreement, and the consummation by the of the transactions contemplated hereby, have been duly and validly authorized by the board of directors of the Buyer and no other corporate proceedings on the part of the Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform the obligations of the Buyer hereunder.

Section 3.3. Consents and Approvals. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby require no consent, approval, authorization, or filing with or notice to any Governmental Authority.

Section 3.4. Non-Contravention. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated by this Agreement do not and will not (with or without notice or lapse of time or both) (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of Buyer; (ii) contravene, conflict with or result in a violation or breach of any Law or Order; or (iii) require any consent or approval under, violate, conflict with, result in any breach of any loss of any benefit under, or constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of any contract to which Buyer is a party, or by which its properties or assets may be bound or affected, with such exceptions, in the case of each of clauses (ii) and (iii) of this section, would not reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement.

Section 3.5. Investment Purpose. The Buyer is acquiring the Purchased Shares for its own account with the present intention of holding such Purchased Shares for purposes of investment and the Buyer is not acquiring the Purchased Shares with a view to or for distribution thereof, within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Buyer acknowledges and understands that the Purchased Shares have not been registered under the Securities Act or qualified under the securities or “blue-sky” laws of any state in reliance upon exemptions from registration or qualification thereunder and the Purchased Shares may not be sold, offered, transferred, assigned, pledged, hypothecated or otherwise disposed of or encumbered, except in compliance with the Securities Act and such laws.

Article IV. Survival and Indemnification.

Section 4.1. Survival. The representations and warranties of the Buyer and the Sellers contained in this Agreement shall survive the Closing for a period of eighteen (18) months. Any and all claims and causes of action for indemnification under this Article IV arising out of the inaccuracy of breach of any representation or warranty of the Buyer or the Sellers must be made prior to the termination of such survival period.

Section 4.2. Indemnification by Sellers. Sellers shall defend, indemnify, and hold harmless Buyer and the Company and their respective directors, officers, employees and agents from and against any and all claims (including without limitation any investigation, action, or other proceeding, damages, losses, liabilities, costs, and expenses (including without limitation reasonable attorneys’ fees and court costs)) that constitute, or arise out of or in connection with any misrepresentation or breach of warranty under Article II. In the event of any claim by Buyer hereunder, the amount of such claim may be offset against any amount owing under the Personal Loans.

Section 4.3. Indemnification by Buyer. Buyer shall defend, indemnify, and hold harmless Sellers and its partners, directors, officers, employees and agents from and against any and all claims (including without limitation any investigation, action, or other proceeding, damages, losses, liabilities, costs, and expenses (including without limitation reasonable attorneys’ fees and court costs)) that constitute, or arise out of or in connection with any misrepresentation or breach of warranty under Article III. Additionally, on and after the Closing Date, Buyer shall defend, indemnify, and hold harmless Sellers and its partners, directors, officers, employees and agents from and against any and all claims (including without limitation any investigation, action, or other proceeding, damages, losses, liabilities, costs, and expenses (including without limitation reasonable attorneys’ fees and court costs)) arising out of or related to the operation of the Company’s business, including but not limited to the Real Property Leases and Material Contracts but excluding claims that arise from a breach of the representations and warranties of the Sellers.

Section 4.4. Limitation on Indemnification. In no event shall the total amount of indemnification paid by any Party in accordance with this Article IV exceed $1,000,000.

Section 4.5. Effect of Investigation. Buyer’s right to indemnification or other remedy based on the representations, warranties, and covenants of Sellers contained herein will not be affected by any investigation conducted by Buyer with respect to, or any knowledge acquired by Buyer at any time, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, or covenant.

Article V. NON-COMPETITION AND NON-SOLICITATION

Section 5.1. During the period commencing with the date of this Agreement and ending on the second anniversary of the Closing Date, no Seller shall, and each Seller shall cause its affiliates not to, directly or indirectly, engage in, own, be employed by, consult with or otherwise render services to any Person who is engaged in any competing business.

Section 5.2. Beginning on the Closing Date and for a period ending the third anniversary of the Closing Date (the “Non-Solicitation Period”), no Seller shall not, and each Seller shall cause its affiliates not to, directly or indirectly:

Section 5.3.

Section 5.4. Each Seller acknowledges and agrees that the Company would be irreparably damaged if any of the provisions of this Section 5 are not complied with in accordance with their specific terms or are otherwise breached. Accordingly, Buyer and the Company shall be entitled to an injunction or injunctions to prevent breaches of this Section 5 and shall have the right to specifically enforce this Section 5 and its terms and provisions against Seller in addition to any other remedy to which Buyer and the Company may be entitled under this Agreement, at law or in equity.

Article VI. Miscellaneous.

Section 6.1. Entire Agreement; Assignment; Amendments. This Agreement constitutes the entire agreement and supersedes all oral agreements and understandings and all written agreements prior to the date hereof between or on behalf of the Parties with respect to the subject matter hereof. This Agreement shall not be assigned by any Party by operation of Law or otherwise without the prior written consent of the other Party hereto. This Agreement may be amended only by a writing signed by each of the Parties, and any amendment shall be effective only to the extent specifically set forth in that writing.

Section 6.2. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

Section 6.3. Severability; Expenses; Further Assurances. If any term, condition, or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible. Except as otherwise specifically provided in this Agreement, each Party shall be responsible for the expenses it may incur in connection with the negotiation, preparation, execution, delivery, performance, and enforcement of this Agreement. The Parties shall from time to time do and perform any additional acts and execute and deliver any additional documents and instruments that may be required by any applicable Governmental Authority or reasonably requested by any Party to establish, maintain or protect its rights and remedies under, or to effect the intents and purposes of, this Agreement.

Section 6.4. Governing Law; Jurisdiction; No Jury Trial.

Section 6.5. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) upon confirmation of receipt by the addressee, if such notice or communication is delivered via email to the email address specified in this Section 6.5 or (b) upon receipt at address of the addressee specified in this Section 6.5, if such notice or communication is delivered by U.S. mail, courier, or other physical delivery service. The addresses for such notices and communications shall be as follows:

If to Buyer, to:

SINTX Technologies, Inc.

1885 West 2100 South

Salt Lake City, UT 84119

Email: dobrien@sintx.com

Attention: David O’Brien, COO

If to Sellers, to:

Email:

Attention:

or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. Rejection or other refusal to accept or the inability for delivery to be effected because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal, or inability to deliver.

Section 6.6. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 6.7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. At the Closing, signature pages of counterparts may be exchanged by facsimile or by electronic transmittal of scanned images thereof, in each case subject to appropriate customary confirmations in respect thereof by the signatory for the party providing a facsimile or scanned image and that Party’s Closing counsel.

Section 6.8. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

“Business Day” means any day on which national banks are open for business in the State of Maryland;

“Governmental Authority” means any national, state, or local, domestic, or foreign or international, government, or any judicial, legislative, executive, administrative or regulatory authority, tribunal, agency, body, entity, or commission or other governmental, quasi-governmental, or regulatory authority or agency, domestic, or foreign or international.

“Knowledge” of Sellers with respect to any fact or matter means the actual knowledge, after due inquiry and reasonable investigation, of Sellers’s officers listed in Section 6.8 of the Disclosure Schedule;

“Leased Real Property” means all real property listed on Section 2.15(b) of the Disclosure Schedule that are leased, subleased, or licensed by Sellers and that Sellers either occupies or uses or has the right to occupy or use, together with all improvements thereon (including construction in progress) and appurtenances thereto located on such real property).

“Liability” means, with respect to any Person, any liability or obligation of such Person of any kind, character, or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

“Law” means any statute, law, ordinance, rule, regulation, or requirement of a Governmental Authority.

“Material Adverse Effect” means any state of facts, change, development, event, effect, condition, occurrence, action or omission that, individually or in the aggregate, is reasonably expected to result in a material adverse effect on the business, prospects, assets, properties, financial condition, results of operations or prospects of Sellers, taken as a whole, or prevent, materially impede or materially delay the consummation by Sellers of the transactions contemplated by this Agreement.

“Party” or “Parties” shall mean the parties to this Agreement.

“Permitted Lien” means (i) Liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established; (ii) mechanics’, carriers’, workmen’s, repairmen’s, materialmen’s and other Liens arising by operation of Law; (iii) Liens or security interests that arise or are incurred in the ordinary course of business relating to obligations not yet due on the part of the Company or secure a liquidated amount that are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established; (iv) pledges or deposits to secure obligations under workers’ compensation Laws or similar Laws or to secure public or statutory obligations; (v) pledges and deposits to secure the performance of bids, trade contracts, leases, surety, and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; (vi) easements, encroachments, declarations, covenants, conditions, reservations, limitations and rights of way (unrecorded and of record) and other similar restrictions or encumbrances of record, zoning, building, and other similar ordinances, regulations, variances and restrictions, and all defects or irregularities in title, including any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection; (vii) pledges or deposits to secure the obligations under the existing indebtedness of the Company; (viii) all Liens created or incurred by any owner, landlord, sublandlord or other Person in title; and (ix) any other Liens which do not materially interfere with the Company’s use and enjoyment of real property or materially detract from or diminish the value thereof.

“Person” shall mean any individual, corporation, limited liability company, partnership, association, trust, estate or other entity or organization;

Section 6.9. Interpretation. The words “hereof,” “herein,” “hereby,” “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit, and schedule references are to the articles, sections, paragraphs, exhibits, and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The words describing the singular number shall include the plural and vice versa, words denoting either gender shall include both genders and words denoting natural Persons shall include all Persons and vice versa. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. Any reference in this Agreement to a date or time shall be deemed to be such date or time in New York, New York, unless otherwise specified. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any provision of this Agreement.

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all at or on the date and year first above written.