Common use of Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries Clause in Contracts

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Group. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors, heirs, executors, legal representatives and permitted assigns. No Party will assign this Agreement or any rights or obligations hereunder without the prior written consent of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group).

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its the subject mattermatter of this Agreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties with respect to the subject matter of this Agreement other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Groupand WW Investors. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to WW Investors, the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of WW Investors. This Agreement is solely for the benefit of the Company) Parties and is not enforceable by any other persons or the Company (in the case of a member of the Engine Group)entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Groupand Engaged. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to any member of the Engaged Group, the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of Engaged. This Agreement is solely for the benefit of the Company) or the Company (in the case of a member of the Engine Group)Parties hereto and is not enforceable by any other Persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Groupparty hereto. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will party shall assign this Agreement or any rights or obligations hereunder without without, in the case of an assignment by any H Partners Group Member, the prior written consent of Engine (the Company, and, in the case of an assignment by the Company) or , the Company (in prior written consent of H Partners on behalf of all H Partners Group Members. This Agreement is solely for the case of a member benefit of the Engine Group)parties hereto and is not enforceable by any other persons. For the avoidance of doubt, this Agreement shall not supersede the Confidentiality Agreement, dated as of March 25, 2015, between H Partners, LP and the Company, which agreement shall remain in full force and effect in accordance with its terms.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (including the Schedules and Exhibits hereto) contains the entire understanding of the Parties parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Groupparty hereto. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will party shall assign this Agreement or any rights or obligations hereunder without without, in the case of an assignment by any Xxxxx Group Member, the prior written consent of Engine (the Company, and, in the case of an assignment by the Company) or , the Company (in prior written consent of Xxxxx on behalf of all Xxxxx Group Members. This Agreement is solely for the case of a member benefit of the Engine Group)parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (and the Annexes hereto) contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in and the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine GroupInvestors. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to each of the Investors, the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of each of the Company) or Investors. This Agreement is solely for the Company (in the case of a member benefit of the Engine Group)Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in and the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine GroupEngaged Stockholders. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to any Engaged Stockholder, the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of an authorized representative of the Company) or Engaged Stockholders. This Agreement is solely for the Company (in the case of a member benefit of the Engine Group)Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine GroupPICO and UCP. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to UCP, the prior written consent of Engine (in PICO, and with respect to PICO, the case prior written consent of UCP. This Agreement is solely for the benefit of the Company) Parties and is not enforceable by any other persons or the Company (in the case of a member of the Engine Group)entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its this subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications modifications, amendments or waivers of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Groupand FPA. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to any member of FPA, the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of FPA. This Agreement is solely for the benefit of the Company) or the Company (in the case of a member of the Engine Group)Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (and the Annexes) contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Groupand Privet. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to Privet, the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of Privet. This Agreement is solely for the benefit of the Company) or the Company (in the case of a member of the Engine Group)Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its the subject mattermatter of this Agreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties with respect to the subject matter of this Agreement other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Groupand Cove. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to Cove, the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of Cove. This Agreement is solely for the benefit of the Company) Parties and is not enforceable by any other persons or the Company (in the case entities. [The remainder of a member of the Engine Group).this page intentionally left blank]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (including any schedules, annexes or exhibits hereto) contains the entire understanding of the Parties parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Groupand Bulldog. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by lawLaw. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will party shall assign this Agreement or any rights or obligations hereunder without without, with respect to Bulldog, the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of an authorized representative of Bulldog. This Agreement is solely for the benefit of the Company) or the Company (in the case of a member of the Engine Group)parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Groupparty hereto. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will party shall assign this Agreement or any rights or obligations hereunder without without, in the case of an assignment by any Sxxxxxx Group Member, the prior written consent of Engine (the Company, and, in the case of an assignment by the Company) or , the Company (in prior written consent of Sxxxxxx on behalf of all Sxxxxxx Group Members. This Agreement is solely for the case of a member benefit of the Engine Group)parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine GroupParties. No failure on the part of any either Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to either Party, the prior written consent of Engine (in such Party . This Agreement is solely for the case benefit of the Company) or the Company (in the case of a member Parties hereto and is not enforceable by any other persons. The obligations of the Engine Group).Stockholders under this Agreement are several and not joint. [The remainder of this page intentionally left blank]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in and the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Engaged Group. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to any member of the Engaged Group, the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of an authorized representative of the Company) or Engaged Group. This Agreement is solely for the Company (in the case of a member benefit of the Engine Group)Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in and the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine GroupLone Star Value Stockholders . No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to any member of the Lone Star Value Stockholders , the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of the Company) or Lone Star Value Stockholders . This Agreement is solely for the Company (in the case of a member benefit of the Engine Group).Parties hereto and is not enforceable by any other persons. [The remainder of this page intentionally left blank]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in and the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine GroupLone Star Value Stockholders . No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to any member of the Lone Star Value Stockholders , the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of the Company) or Lone Star Value Stockholders . This Agreement is solely for the Company (in the case of a member benefit of the Engine Group)Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its the subject mattermatter of this Agreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties with respect to the subject matter of this Agreement other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Groupand Exeter. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to Exeter, the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of Exeter. Any purported assignment without such consent is null and void. This Agreement is solely for the benefit of the Company) Parties and is not enforceable by any other persons or the Company (in the case of a member of the Engine Group)entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (including the Schedules and Exhibits hereto) contains the entire understanding of the Parties parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Groupparty hereto. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will party shall assign this Agreement or any rights or obligations hereunder without without, in the case of an assignment by any BLR Group Member, the prior written consent of Engine (the Company, and, in the case of an assignment by the Company) or , the Company (in prior written consent of BLR on behalf of all BLR Group Members. This Agreement is solely for the case of a member benefit of the Engine Group)parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine GroupParties. No failure on the part of any either Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Time is of the essence in the performance of this Agreement. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to either Party, the prior written consent of Engine (in the case other Party. This Agreement is solely for the benefit of the Company) or the Company (in the case of a member of the Engine Group)Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its this subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications modifications, amendments or waivers of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine GroupParty. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to any member of a Shareholder Party, the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of each Shareholder Party. This Agreement is solely for the benefit of the Company) or the Company (in the case of a member of the Engine Group)Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement and the Backstop Agreement contains the entire understanding of the Parties hereto with respect to its their subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth hereinherein and in the Backstop Agreement. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company (in and the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Osmium Group. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives representatives, and permitted assigns. No Party will shall assign this Agreement or any rights or obligations hereunder without without, with respect to any member of the Osmium Group, the prior written consent of Engine (in the case Company, and with respect to the Company, the prior written consent of an authorized representative of the Company) or Osmium Group. This Agreement is solely for the Company (in the case of a member benefit of the Engine Group)Parties hereto and is not enforceable by any other persons.