EXHIBIT 2.6

FIFTH AMENDMENT TO

AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT

OF SHARE CAPITAL

This Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (this “Amendment”), dated and effective October 1, 2024 (the “Effective Date”), amends that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023¹, as amended by the (i) First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated September 22, 2023 and effective June 27, 2023²; (ii) the Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated January 22, 2024³; (iii) Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated April 4, 2024 and effective April 1, 2023⁴; and (iv) Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated June 17, 2024, and effective as of April 9, 2024⁵ (as amended to date, including herein, the “Purchase Agreement”), by and between Golden Matrix Group, Inc., a Nevada corporation (the “Purchaser” or “Parent”), and Aleksandar Milovanović, an individual (“Milovanović”); Zoran Milošević, an individual (“Milošević”); and Snežana Božović, an individual (“Božović”, and each of Božović, Milovanović and Milošević, each a “Seller” and collectively the “Sellers”). The Purchaser and the Sellers are referred to herein as the “Parties” and individually as a “Party”.

Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Purchase Agreement.

WHEREAS, the Purchase/Sale Transaction contemplated in the Purchase Agreement closed on April 9, 2024, effective April 1, 2024;

WHEREAS, pursuant to Section 2.1.4 of the Purchase Agreement as in effect through and including the Fourth Amendment thereto (as specified above), Purchaser is obligated to pay the Sellers the additional sum of (i) Five Million Dollars (USD $5,000,000) (the “Contingent Post-Closing Cash Consideration”) and (ii) Five Million (5,000,000) restricted shares of Purchaser Common Stock (the “Post-Closing Shares”, and together with the Contingent Post-Closing Cash Consideration, the “Contingent Post-Closing Consideration”) within five (5) Business Days following October 9, 2024 if (and only if) Purchaser has determined that each of the Post-Closing Payment Conditions (hereafter defined) have been satisfied;

WHEREAS, for purposes of the foregoing, the “Contingent Post-Closing Payment Conditions” are as follows: the Sellers and their Affiliates are not then in default in any of their material obligations, covenants or representations under the Purchase Agreement, any of the Transaction Documents, or any other agreement with Purchaser beyond any applicable cure periods herein or therein, as confirmed by Sellers in a signed writing delivered to Purchaser and verified by the Purchaser within five (5) Business Days thereafter; and

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¹ https://www.sec.gov/Archives/edgar/data/1437925/000147793223004933/gmgi_ex22.htm

² https://www.sec.gov/Archives/edgar/data/1437925/000147793223007193/gmgi_ex22.htm

³ https://www.sec.gov/Archives/edgar/data/1437925/000147793224000334/gmgi_ex23.htm

⁴ https://www.sec.gov/Archives/edgar/data/1437925/000147793224001928/gmgi_ex24.htm

⁵ https://www.sec.gov/Archives/edgar/data/1437925/000147793224003781/gmgi_ex25.htm

WHEREAS, the Purchaser and the Sellers desire to enter into this Amendment to amend the Purchase Agreement on the terms and subject to the conditions set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof, the parties hereto agree as follows:

1. Amendments to Purchase Agreement. Effective as of the Effective Date:

(a) Section 2.1.4 of the Purchase Agreement is amended and restated to read in its entirety as follows:

“2.1.4

(i) The additional sum of (i) Five Million Dollars (USD $5,000,000) (the “Contingent Post-Closing Cash Consideration”) and (ii) Five Million (5,000,000) restricted shares of Purchaser Common Stock (the “Post-Closing Shares”, and together with the Contingent Post-Closing Cash Consideration, the “Contingent Post-Closing Consideration”), which Post-Closing Shares have an agreed aggregate value of Fifteen Million Dollars (USD $15,000,000).

(ii) The (a) Contingent Post-Closing Cash Consideration shall be paid to the Sellers pursuant to the Contingent Post-Closing Cash Consideration Payment Schedule below, and (b) the Post-Closing Shares shall be issued to the Sellers within five (5) Business Days following October 9, 2024 (the “Determination Date”), in each case, if (and only if) Purchaser has determined that each of the Contingent Post-Closing Payment Conditions (hereafter defined) have been satisfied on each applicable date that Contingent Post-Closing Cash Consideration is due pursuant to the Contingent Post-Closing Cash Consideration Payment Schedule and on the Determination Date. For purposes of the foregoing, “Contingent Post-Closing Payment Conditions” are as follows: the Sellers and their Affiliates are not then in default in any of their material obligations, covenants or representations under this Agreement, any of the Transaction Documents, or any other agreement with Purchaser beyond any applicable cure periods herein or therein, as confirmed by Sellers in a signed writing delivered to Purchaser and verified by the Purchaser within five (5) Business Days thereafter (to the extent such confirmation is required by the Purchaser in its sole discretion). The date the Post-Closing Shares are issued shall be defined herein as the “Post-Closing Issuance Date”.

(iii) At the option of the Purchaser, in its sole discretion, the Purchaser may accelerate the issuance of the Post-Closing Shares. If issued prior to the date due as discussed above, the Determination Date shall be deemed mutually amended to be the date of such issuance for all purposes.

(iv) The Contingent Post-Closing Cash Consideration shall be paid to each of the Sellers as follows (the “Contingent Post-Closing Cash Consideration Payment Schedule”):

(A) Milovanović – a total of USD$2,000,000 of the Contingent Post-Closing Cash Consideration due to Milovanović shall be satisfied in shares of Purchaser Common Stock, pursuant to the terms of a Debt Conversion Agreement in the form attached as Exhibit M hereto (the “October 2024Debt Conversion Agreement”), and the remaining USD$2,625,000 of Contingent Post-Closing Cash Consideration due to Milovanović (pursuant to Schedule C hereof), shall be deferred until at least November 9, 2024, and shall thereafter be payable upon written demand by Milovanović to the Purchaser, within two (2) Business Days;

(B) Milosevic – a total of USD$100,000 of the Contingent Post-Closing Cash Consideration due to Milosevic shall be satisfied in shares of Purchaser Common Stock, pursuant to the terms of the October 2024 Debt Conversion Agreement, and the remaining USD$150,000 of Contingent Post-Closing Cash Consideration due to Milosevic (pursuant to Schedule C hereof), shall be payable at the rate of USD$50,000 per month, on each of October 1, 2024, November 1, 2024 and December 1, 2024; and

(C) Božović – a total of USD$25,000 of the Contingent Post-Closing Cash Consideration due to Božović shall be satisfied in shares of Purchaser Common Stock, pursuant to the terms of the October 2024 Debt Conversion Agreement, and the remaining USD$100,000 of Contingent Post-Closing Cash Consideration due to Božović (pursuant to Schedule C hereof), shall be payable at the rate of USD$50,000 per month, on each of October 1, 2024 and November 1, 2024.”

(b) The October 2024 Debt Conversion Agreement attached as Attachment 1 to this Amendment shall be deemed Exhibit M to the Purchase Agreement.

2. Consideration. Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Amendment and the transactions contemplated herein.

3. Mutual Representations, Covenants and Warranties. Each of the Parties, for themselves and for the benefit of each of the other Parties hereto, represents, covenants and warranties that:

4. Further Assurances. The Parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Amendment and the transactions contemplated herein.

5. Effect of Amendment. Upon the effectiveness of this Amendment, each reference in the Purchase Agreement to “Purchase Agreement”, “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Purchase Agreement, as applicable, as modified and amended hereby.

6. Purchase Agreement to Continue in Full Force and Effect. Except as specifically modified or amended herein, the Purchase Agreement and the terms and conditions thereof shall remain in full force and effect.

7. Entire Agreement. This Amendment sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise, except for the Purchase Agreement, and this Amendment shall be read in connection with, the Purchase Agreement.

8. Assignment; Successors in Interest. No assignment or transfer by either Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties. This Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

9. Governing Law; Disputes. This Amendment shall be governed exclusively by and construed and enforced in accordance with the internal Laws of the State of Nevada without reference to its conflict of law provisions. Disputes under the Amendment shall be subject to Section 12.6 of the Purchase Agreement, which section is incorporated by reference herein.

10. Severability. If any term, provision, covenant or condition of this Amendment is held by the arbitrator(s) to exceed the limitations permitted by applicable Law, as determined by such arbitrator(s) in such action, then the provisions will be deemed reformed to the maximum limitations permitted by applicable Law and the Parties hereby expressly acknowledge their desire that in such event such action be taken. Notwithstanding the foregoing, the Parties further agree that if any term, provision, covenant or condition of this Amendment is held by arbitrator(s) to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and in no way shall be affected, impaired or invalidated. To the extent permitted by Law, each Party hereby waives any provision of Law that renders any such provision prohibited or unenforceable in any respect.

11. No Presumption from Drafting. This Amendment has been negotiated at arm’s-length between Persons knowledgeable in the matters set forth within this Amendment. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of this Amendment, no presumption for or against any Party arising out of drafting all or any part of this Amendment will be applied in any action relating to, connected with or involving this Amendment. In particular, any rule of law, legal decisions, or common law principles of similar effect that would require interpretation of any ambiguities in this Amendment against the Party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Amendment shall be interpreted in a reasonable manner to affect the intentions of the Parties.

12. Review and Construction of Documents. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Amendment, said Party has fully informed itself of the terms, contents, conditions and effects of this Amendment; (b) said Party has relied solely and completely upon its own judgment in executing this Amendment; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Amendment; (d) said Party has acted voluntarily and of its own free will in executing this Amendment; and (e) this Amendment is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

13. Electronic Signatures. Except as otherwise required by applicable Law, this Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail or by DocuSign, SimpliSafe, or similar software (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute the original form of this Amendment and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written to be effective as of the Effective Date.

Attachment 1

[Attached]

EXHIBIT 10.1

DEBT CONVERSION AGREEMENT

This Debt Conversion Agreement (this “Agreement”) dated and effective October 1, 2024 (the “Effective Date”), is by and between, Golden Matrix Group, Inc., a Nevada corporation (the “Company”), and Aleksandar Milovanović, an individual (“Milovanović”); Zoran Milošević, an individual (“Milošević”); and Snežana Božović, an individual (“Božović”, and each of Božović, Milovanović and Milošević, each a “Creditor” and collectively the “Creditors”), each a “Party” and collectively the “Parties”.

W I T N E S S E T H:

WHEREAS, as of the date of this Agreement, the Company owes the Creditors $5,000,000 of Contingent Post-Closing Cash Consideration (as defined in the SPA)(the “Contingent Cash Consideration”) pursuant to that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, as amended by a (i) First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated September 22, 2023 and effective June 27, 2023; (ii) Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated January 22, 2024; (iii) Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated April 4, 2024 and effective April 1, 2023; (iv) Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated June 17, 2024, and effective as of April 9, 2024; and (v) Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated on or around the date hereof (as amended, the “SPA” or “Purchase Agreement”);

WHEREAS, the Creditors and the Company desire to convert a portion of the Contingent Cash Consideration, as discussed below, into shares of the Company’s restricted common stock, pursuant to the terms and conditions of this Agreement set forth below (the “Conversion”); and

WHEREAS, the Company and the Creditors desire to set forth in writing herein the terms and conditions of their agreement and understanding concerning Conversion.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereto agree as follows:

1. Consideration.

(a) Effective on the Effective Date, and in consideration and in full satisfaction of:

(i) $2,000,000 of Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement (the “Milovanović Converted Amount”), the Company shall issue Milovanović that number of restricted shares of common stock of the Company as equals (i) the Milovanović Converted Amount, divided by (ii) the Milovanović Conversion Price (as defined below), rounded to the nearest whole share (the “Milovanović Shares”).

(ii) $100,000 of Contingent Cash Consideration owed by the Company to Milošević under the Purchase Agreement (the “Milošević Converted Amount”), the Company shall issue Milošević that number of restricted shares of common stock of the Company as equals (i) the Milošević Converted Amount, divided by (ii) the Milošević and Božović Conversion Price (as defined below), rounded to the nearest whole share (the “MiloševićShares”); and

(iii) $25,000 of Contingent Cash Consideration owed by the Company to Božović (the “Božović Converted Amount”, and together with the Milovanović Converted Amount and Milošević Converted Amount, the “Converted Amount”), the Company shall issue Božović that number of restricted shares of common stock of the Company as equals (i) the Božović Converted Amount, divided by (ii) the Milošević and Božović Conversion Price (as defined below), rounded to the nearest whole share (the “BožovićShares”, and together with the Milovanović Shares and Milošević Shares, the “Shares”).

(b) The Shares shall be issued in book-entry/non-certificated form.

(c) For the purposes of this Agreement, “Milovanović Conversion Price” means $2.00.

(d) For the purposes of this Agreement, “Miloševićand Božović Conversion Price” means the greater of:

(x)

(1) if this Agreement is fully executed by all Parties (“Fully Executed”) hereto prior to 4:00 p.m. Eastern Time on any day in which the Company’s common stock is traded on The Nasdaq Capital Market, the greater of (i) the consolidated closing bid price, and the (ii) closing price, of the common stock of the Company on the last trading day prior to the date this Agreement is Fully Executed; and

(2) if this Agreement is Fully Excuted after 4:00 p.m. Eastern Time on any day in which the Company’s common stock is traded on The Nasdaq Capital Market, the greater of (i) the consolidated closing bid price, and the (ii) closing price, of the common stock of the Company on such trading day that this Agreement is Fully Executed; and

(y) the lowest price per share of common stock which would not, under applicable rules of the Nasdaq Capital Market, require stockholder approval for such issuance of common stock in connection with the Conversion.

2. Full Satisfaction.

Each of the Creditors agree that they are accepting the Shares in full satisfaction of all amounts owed under, and in connection with, their applicable Converted Amount, which is being converted into the Shares as described above and that as such, Creditors will no longer have any rights of repayment against the Company as to the amounts owed in connection with the their applicable Converted Amount which is being converted into the Shares according to this Agreement.

3. Mutual Representations, Covenants and Warranties.

(a) The Parties have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Parties have duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the Parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Parties enforceable against each Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally and general equitable principles.

(b) The execution and delivery by the Parties of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach or violation of any provision contained in the document(s) regarding organization and/or management of the Parties, if applicable; or (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which the Company or the Creditors are a party or by which the Company or the Creditors are bound or affected.

(c) The Parties hereby covenant that they will, whenever and as reasonably requested by another Party hereto, at such acting Party’s reasonable cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as such Party may reasonably require in order to complete, insure and perfect the transactions contemplated herein.

(d) Any individual executing this Agreement on behalf of a Party has the authority to act on behalf of such Party and has been duly and properly authorized to sign this Agreement on behalf of such Party.

4. Representations of the Creditors.

Each Creditor represents to the Company that:

(a) The Creditor is acquiring the applicable Shares for his/her own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act,” or the “Act”) in a manner which would require registration under the Securities Act or any state securities laws. Creditor can bear the economic risk of investment in the applicable Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the applicable Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. Creditor recognizes that the applicable Shares are not registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the applicable Shares is registered under the Securities Act or unless an exemption from registration is available.

(b) The Creditor has carefully considered and has, to the extent he/she believes such discussion necessary, discussed with his/her professional, legal, tax and financial advisors, the suitability of an investment in the applicable Shares for his/her particular tax and financial situation and his/her respective advisers, if such advisors were deemed necessary, have determined that the applicable Shares are a suitable investment for him/her. Creditor has not been offered the applicable Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Creditor’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Creditor has had an opportunity to ask questions of and receive satisfactory answers from Company, or persons acting on behalf of the Company, concerning the terms and conditions of the Shares and Company, and all such questions have been answered to the full satisfaction of Creditor. Neither Company, nor any other party, has supplied Creditor any information regarding the Shares or an investment in the Shares other than as contained in this Agreement, and Creditor is relying on his/her own investigation and evaluation of Company and the Shares and not on any other information.

(c) The Creditor understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Shares in substantially the following form:

(d) The Creditor hereby covenants that he/she will, whenever and as reasonably requested by the Company and at Creditor’s reasonable cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the Company may reasonably require in order to complete, insure and perfect the transactions contemplated herein.

(e) The Creditor acknowledges that he/she is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including the Shares, and further acknowledges that the Company is entering into this Agreement with the Creditor in reliance on this acknowledgment and with Creditor’s understanding, acknowledgment and agreement that the Company is privy to material non-public information regarding the Company (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Creditor, when making investment disposition decisions, including the decision to enter into this Agreement, and Creditor’s decision to enter into the Agreement is being made with full recognition and acknowledgment that the Company is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to Creditor. Creditor hereby waives any claim, or potential claim, he/she has or may have against the Company relating to the Company’s possession of Non-Public Information. Creditor has specifically requested that the Company not provide it with any Non-Public Information. Creditor understands and acknowledges that the Company would not enter into this Agreement in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to the Company in entering into this Agreement.

(f) The Creditor and each of their Affiliates (as defined in the SPA) are not in default in any of their material obligations, covenants or representations under the SPA, any of the Transaction Documents (as defined in the SPA), or any other agreement with the Company beyond any applicable cure periods therein.

(g) The obligations of each Creditor under this Agreement are several and not joint with the obligations of any other Creditor, and no Creditor shall be responsible in any way for the performance or non-performance of the obligations of any other Creditor under this Agreement. Nothing contained herein, and no action taken by any Creditor pursuant hereto, shall be deemed to constitute the Creditors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Creditors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement, and each Creditor has conducted its own diligence review. Each Creditor shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Creditor to be joined as an additional party in any proceeding for such purpose, subject in each case to the terms and conditions hereof. Each Creditor has been been provided the opportunity to be represented by its own separate legal counsel in its review and negotiation of this Agreement.

5. Miscellaneous.

(a) Assignment. All of the terms, provisions, and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.

(b) Applicable Law. This Agreement shall be construed under and governed by the laws of the State of Nevada, excluding any provision which would require the use of the laws of any other jurisdiction.

(c) Entire Agreement, Amendments, and Waivers. This Agreement constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any Party hereto unless set forth in a document duly executed by such Party or an authorized agent of such Party.

(d) Headings; Gender. The paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement. All references in this Agreement as to gender shall be interpreted in the applicable gender of the Parties.

(e) Binding Effect. This Agreement shall be binding on the Company and Creditor only upon execution of this Agreement by all Parties hereto. Upon such execution by all Parties hereto, this Agreement shall be binding on and inure to the benefit of each of the Parties and their respective heirs, successors, assigns, directors, officers, agents, employees, and personal representatives.

(f) Severability. Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the Parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the Parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.

(g) Arm’s Length Negotiations. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions, and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

(h) Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.

“Creditors”