Agmt22 IQHQ TRS Elco Yards, Inc.

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(such as signatures by DocuSign or other similar methods) shall be deemed to be delivery of originals. Each parry intends to be bound by the signatures on the electronic document, is aware that the other parties will rely on the electronic signatures, and hereby waives any defenses to the enforcement of the terms of this Agreement based on the use of an electronic signature. After all parties agree to the use of electronic signatures, all parties must sign the document electronically. 5.2 Entire Agreement. This Agreement contains the entire integrated agreement between the parties respecting the subject matter of this Agreement and supersedes all prior and contemporaneous understandings and agreements, whether oral or in writing, between the parties respecting the subject matter of this Agreement. 5.3 Legal Advice; Neutral Interpretation; Headings. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such parry as the source of the language in question. 5.44 Choice of Law. This Agreement shall be governed by the laws of the State of California. Any action brought to interpret or enforce this Agreement shall be brought in the courts in the County of San Mateo. 5.5 Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 5.6 Waivers. The waiver by one party of the performance of any covenant, condition or promise under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by it of any other covenant, condition or promise under this Agreement. 5.7 Amendment. This Agreement may be amended at any time, but only by the written agreement of Buyer and Seller. 5.8 Relationship of Parties. The parties agree that their relationship is that of seller and buyer, and that nothing contained herein shall constitute either party the agent or legal representative of the other for any purpose whatsoever, nor shall this Agreement be deemed to create any form of business organization between the parties hereto. 5.9 Time of the Essence. Time shall be of the essence as to all dates and times of performance, whether contained herein or contained in any escrow instructions to be executed pursuant to this Agreement. 5.10 Further Acts. Each party agrees to perform any further acts and to execute, acknowledge and deliver any documents, which may be reasonably necessary to carry out the provisions of this Agreement. REV: 04-07-20225K ATTY/AGR.2022.085IEIco Yards (Page 6 of 14)