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Memorandum is solely for recording purposes and shall not be construed to alter, modify, <br />amend or supplement the OPA. In the event of any inconsistency between this <br />Memorandum and the OPA, the OPA shall control. <br />5. This Memorandum shall be interpreted and enforced in accordance with California <br />law without regard to principles of conflict of laws. This Memorandum may be executed in <br />counterparts. <br />6. The OPA shall bind and inure to the benefit of the Parties and their respective <br />successors and assigns. <br />SIGNATURES ON FOLLOWING PAGE <br />1902313.1 2 <br />