5.Authorizations/Approvals. Starlight will use its commercially reasonable efforts to complete due diligence, execute the Purchase Agreement and close the Transaction as soon as practicable. The Transaction would be conditioned upon the receipt of any necessary regulatory and stock exchange approvals. It is not anticipated that there would be any other material conditions that would impact Starlight’s ability to consummate the proposed Transaction.
6.Confidentiality; Non-Disclosure. The parties agree that all negotiations relating to this Letter shall be kept confidential by the parties and their respective representatives and not disclosed to any other person or entity without the written prior consent of the other party. Notwithstanding anything contained herein to the contrary, either party may make any disclosure, announcement, or release that may be required by law, including, without limitation, filings with the Securities and Exchange Commission.
7.Fees & Expenses. Each party will bear its own fees and expenses in connection with this Letter and the proposed Transaction. Neither Starlight nor any of its affiliates assumes any liability for the fees and expenses incurred by the Company or its directors, officers, managers, employees, agents or representatives in connection the proposed Transaction, including attorneys’ fees, accounting firm fees and tax preparation fees.
8.Expression of Intention; No Third-Party Beneficiaries. It is understood that this Letter sets forth the understandings to date of the parties concerning the proposed purchase by Starlight of the Business. This Letter is for the benefit of Starlight and the Company and there are no third-party beneficiaries of this Letter.
9.Exclusivity. In order to induce Starlight to commit the resources and incur the legal and other expenses necessary to conduct due diligence and negotiate a purchase agreement, NightHawk hereby agrees that from the date hereof until 5 p.m. New York time on September 18, 2023, (i) Starlight shall have the sole and exclusive right to negotiate with NightHawk with respect to the Transaction, and (ii) neither NightHawk nor any of its officers, directors, affiliates, employees, or representatives shall directly or indirectly initiate, solicit, invite or facilitate any inquiry, proposal or offer concerning the sale of any of the assets or equity interests of the Business or engage or participate in or encourage any negotiations, communications or discussions concerning any transaction other than the Transaction.
10.Binding Effect. Except as provided in this paragraph and in paragraphs 6, 7, 8 and 9, this Letter is not, and Starlight does not intend for it to be construed as, a binding agreement with respect to a Transaction. This Letter does not create any legal obligations or liabilities except as provided in this paragraph and paragraphs 6, 7, 8 and 9.