This Letter Agreement shall be governed by and be construed and have effect in accordance with the Laws of the State of Delaware, excluding any choice of law rules that may direct application of Laws of another jurisdiction. This Letter Agreement may be amended and the observance of any provision may be waived only with the mutual written consent of each of the Parties hereto. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Letter Agreement. This Letter Agreement may be executed in multiple counterparts which, when taken together, shall constitute one and the same agreement.