Common use of Entire Agreement; Amendment and Waiver Clause in Contracts

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement Agreement, the schedules and the Schedules exhibits attached hereto constitute the full and entire understanding and agreement between understandings of the parties hereto and supersede all prior agreements or understandings with regard respect to the subject matters matter hereof among such parties. This Agreement may be amended, and thereof. Any the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Investor.

Entire Agreement; Amendment and Waiver. This Agreement Agreement, the schedules and the Schedules exhibits attached hereto constitute the full and entire understanding and agreement between understandings of the parties hereto and supersede all prior agreements or understandings with regard respect to the subject matters matter hereof among such parties. This Agreement may be amended, and thereof. Any the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Investors.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereofthereof and supersede all prior agreements, understandings, promises, representations and warranties made by all or any of the parties hereto with respect to such subject matters. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all of the parties to this Agreement.Agreement.24

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties Parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the Parties, including the Term Sheet executed by the Parties, are void and of no further effect. Any term of this Agreement may be amended and the observance of any term hereof may be waived amended, waived, or discharged (either prospectively or retroactively retroactively, and either generally or in a particular instance) only with the ), by written consent of the parties to this Agreementhereto, other than the Registration Rights Agreement which may only be amended as set forth therein).

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules and Exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany, Vitalife (as defined in Schedule A) and Medica (as defined in Schedule A).

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto and any agreements contemplated herein and therein constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the by written consent agreement of each of the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all of the parties to this AgreementCompany and the Purchaser.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the Parties are void and of no further effect. Any term of this Agreement may be amended and the observance of any term hereof may be waived amended, waived, or discharged (either prospectively or retroactively retroactively, and either generally or in a particular instance) only with ), by a written instrument signed by all the written consent of the parties Parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules any schedules, attachments, or exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters matter hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreementother party.

Entire Agreement; Amendment and Waiver. This Agreement and Agreement, including the Schedules hereto constitute and Exhibits hereto, constitutes and contains the full and entire understanding and agreement between the parties hereto with regard respect to the subject matters hereof transactions contemplated hereby and thereofsupersedes any prior writing by the parties. Any term of this Agreement may be amended and the observance of any term hereof of this Agreement may be waived (either prospectively or retroactively and either generally or in a particular instance) instance and either retroactively or prospectively), only with the written consent of the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties Parties with regard to the subject matters hereof and thereofthereof and supersedes in full the Registration Rights Agreement. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all of the parties Parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereofthereof and supersede all prior agreement and understanding, both oral and written between parties with respect to the subject matter of this Agreement,. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and the Major Shareholders holding a majority of the Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and New Check-Cap.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto and the other agreements hereunder constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties each party to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereofthereof and terminates and cancels any prior agreement or understanding between the Parties, including the Terms Sheet signed between the parties on April 10, 2009 and amended on June 29, 2009. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereofthereof and supersede all prior agreement and understanding, both oral and written between parties with respect to the subject matter of this Agreement. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and the Invetsors holding a majority of the Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto hereto, together with the provisions of the Founders Agreement that are incorporated by reference herein, constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereofhereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereofthereof and supersede all prior agreement and understanding, both oral and written between parties with respect to the subject matter of this Agreement. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and the Investors holding a majority of the Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto hereto, together with the Teaming Agreement, constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute (including all Schedules) constitutes the full and entire understanding and agreement between the parties with regard to the subject matters matter hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties each party to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules attached hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and the Investor.

Entire Agreement; Amendment and Waiver. This Agreement and constitutes the Schedules hereto constitute the full and entire understanding and agreement between of the parties with regard hereto relating to the subject matters matter hereof and thereofsupersedes all prior agreements or understandings with respect to the subject matter hereof among such parties. Any Schedule I attached hereto is made part of the Agreement In the event of a conflict between the terms of the Agreement and Schedule I the terms of Schedule I shall govern. This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this Agreementboth parties.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the all parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules attached hereto constitute the full and entire understanding and agreement between the parties Parties with regard to the subject matters hereof and thereofhereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with an agreement in writing duly signed by the written consent Parties. . In the event of any conflict between this Agreement (or any portion thereof) and any other agreement between the parties to parties, the terms of this AgreementAgreement shall prevail.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and the Holders of at least 2/3 of the Registrable Shares.

Entire Agreement; Amendment and Waiver. This Agreement together -------------------------------------- with and the Schedules and Exhibits hereto and thereto, constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all of the parties to of this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereofthereof and supersedes in full the Registration Rights Agreement. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior representations, understandings and agreements among the parties are void and of no further effect. Any term of this Agreement may be amended and the observance of any term hereof may be waived (amended, waived, or discharged, either prospectively or retroactively retroactively, and either generally or in a particular instance) only with the , by written consent of Company and Lead Investor, other than the parties to this Registration Rights Agreement, which may only be amended as set forth therein.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof, and supersede any prior understanding or agreement with respect to its subject matter. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and the Shareholders.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended only with the written consent of the Company and the Purchaser and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties party against whom such waiver is to this Agreementbe effective.

Entire Agreement; Amendment and Waiver. This Agreement and Agreement, including the Schedules hereto constitute and Exhibits hereto, constitutes and contains the full and entire understanding and agreement Agreement between the parties hereto with regard respect to the subject matters hereof transactions contemplated hereby and thereofsupersede any prior writing by the parties. Any term of The parties may, by mutual agreement in writing, amend this Agreement may be amended and the observance of in any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement.respect, and

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and the Purchaser.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof, and supersedes all prior agreements and understandings among or between any of the parties relating to the subject matter hereof and thereof, except for the Letter of Agreement. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement.