Common use of Entire Agreement; Amendment Clause in Contracts

Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified by a written amendment signed by an authorized representative of each party.

Entire Agreement; Amendment. This Agreement represents contain the entire agreement understanding between you and us the parties hereto with respect to the subject matter hereof, of this Agreement and supersedes any all prior agreements, and contemporaneous agreements and understandings, and representationsinducements or conditions, whether express or implied, oral or written, oral, expressed, implied, or statutorywith respect to the subject matter of this Agreement. This Agreement may only not be amended or modified by a without the written amendment signed by an authorized representative consent of each partythe Corporation and Employee.

Entire Agreement; Amendment. This Agreement Agreement, together with the Plan, represents the entire agreement between you and us the parties with respect to the subject matter hereof, hereof and supersedes any prior agreementsagreement, understandingswritten or otherwise, and representations, whether written, oral, expressed, implied, or statutoryrelating to the subject matter hereof. This Agreement may only be modified amended by a written amendment writing signed by an authorized representative each of each partythe parties hereto, except that the Company may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan.

Entire Agreement; Amendment. This Agreement represents constitutes the full and entire understanding and agreement between you and us the parties with respect regard to the subject matter hereof. This Agreement, or any provision hereof, and supersedes any prior agreementsmay be amended, understandingswaived, and representations, whether written, oral, expressed, implied, discharged or statutory. This Agreement may only be modified by a terminated upon the written amendment signed by an authorized representative consent of each partythe parties hereto.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement between you and us the parties hereto with respect to the subject matter hereofcontained herein, and supersedes any all prior agreements, agreements or prior understandings, and representations, whether written, written or oral, expressed, implied, or statutorybetween the parties relating to such subject matter. This Agreement may only be modified or amended by a written amendment writing signed by an authorized representative of each partyboth the Company and the Optionee.

Entire Agreement; Amendment. This Agreement represents Agreement, together with the Plan, contains the entire agreement between you and us the parties hereto with respect to the subject matter hereofcontained herein, and supersedes any all prior agreements, agreements or prior understandings, and representations, whether written, written or oral, expressed, implied, or statutorybetween the parties relating to such subject matter. This Agreement may only be modified or amended by a written amendment writing signed by an authorized representative of each partyboth the Company and the Participant, except as specifically provided in the Plan (as limited by this Agreement).

Entire Agreement; Amendment. This Agreement represents agreement, including all attachments, if any, constitutes the entire agreement understanding between you and us the parties with respect to the subject matter hereofin this agreement. Unless otherwise set forth in this agreement, and this agreement supersedes any prior all other agreements, understandings, and representations, whether written, written or oral, expressed, implied, or statutorybetween the parties with respect to the subject matter in this agreement. This Agreement may only No amendment to this agreement will be modified by a written amendment effective unless it is in writing and signed by an authorized representative of each partyboth parties.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement and understanding between you and us the parties hereto with respect to the subject matter hereofof this Agreement, and supersedes any all other prior agreementsagreements and understandings with respect thereto, understandingsincluding, and representationsbut not limited to, whether written, oral, expressed, implied, or statutorythe Prior Agreement. This Agreement may can be amended or modified only be modified by in a written amendment writing signed by an authorized representative of each partythe Employee and the Company.

Entire Agreement; Amendment. This Agreement represents embodies the entire agreement between you and us with respect understanding of the Members relating to the subject matter hereof, hereof and supersedes any all prior agreementsrepresentations, agreements and understandings, and representations, whether oral or written, oral, expressed, implied, or statutoryrelating to such subject matter. This Agreement may be amended only be modified by a written amendment signed instrument executed by an authorized representative of each partyall the Members.

Entire Agreement; Amendment. This Except as otherwise set forth herein, this Agreement represents the entire agreement and understanding between you Consultant and us with respect to the Company concerning the specific subject matter hereof, of this Agreement and supersedes and replaces any and all prior agreements, understandings, agreements and representations, whether written, oral, expressed, impliedunderstandings between Consultant and the Company concerning the specific subject matter of this Agreement. Any modification or amendment of this Agreement, or statutory. This Agreement may additional obligation assumed in connection with this Agreement, will be effective only be modified by a written amendment if placed in writing and signed by an both Parties or by authorized representative representatives of each partyof the Parties.

Entire Agreement; Amendment. This Agreement represents the entire agreement between you understanding of the parties hereto with respect to the employment of Executive and us supersede all prior agreements with respect thereto. This Agreement may not be altered or amended except in writing executed by both parties hereto. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified hereof have been made by a written amendment signed by an authorized representative of each partyeither party which are not set forth expressly in this Agreement.

Entire Agreement; Amendment. This Agreement represents sets forth the entire agreement between you and us understanding of the parties with respect to the subject matter hereof, hereof and supersedes any all prior agreements, understandings, written and representations, whether written, oral, expressed, implied, or statutorybetween the parties. This No modification of any of the terms of this Agreement may only shall be modified by a written amendment deemed to be valid unless it is in writing and signed by an authorized representative both parties. No course of each partydealing or usage of trade shall be used to modify the terms and conditions in this Agreement.

Entire Agreement; Amendment. This Agreement represents the entire agreement and understanding between you and us the parties hereto with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only not be modified amended, supplemented, modified, waived, discharged or terminated except by a written amendment an agreement in writing signed by an authorized representative of the Seller and each partyPurchaser.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you among the parties with respect to the subject matter hereof and us supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only not be modified by a written amendment signed changed or modified, except by an authorized representative agreement in writing specifically referencing this Agreement and executed by the Company and Stockholder; provided, however, that the Company’s obligations hereunder may not be changed or modified without the written consent of each partythe Company.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement understanding of the parties with respect to your employment by the Company and supersedes all prior written and oral statements or agreements. There are no restrictions, agreements, promises, warranties, covenants or undertakings between you and us the parties with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutoryherein other than those expressly set forth herein. This Agreement may only not be modified altered, modified, or amended except by a written amendment instrument signed by an authorized representative of each partythe parties hereto.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement ---------------------------- understanding and Agreement between you and us the parties with respect to the subject matter hereof, hereof and supersedes any shall supersede all prior understandings and agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only cannot be modified amended, modified, or supplemented in any respect, except by a subsequent written amendment signed agreement entered into by an authorized representative of each partythe parties hereto.

Entire Agreement; Amendment. This Agreement represents embodies the entire agreement between you of the parties hereto respecting the matters within its scope and us with respect to supersedes all prior agreements (including, without limitation, any offer letters, term sheets and correspondence relating thereto), whether written or oral, that directly or indirectly bear upon the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only not be amended, modified or changed (in whole or in part), except by a written amendment signed agreement executed by an authorized representative both of each partythe parties hereto.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement between you and us understanding among the parties hereto with respect to the subject matter hereof, and supersedes any all prior agreements, and contemporaneous agreements and understandings, and representationsinducements or conditions, whether express or implied, oral or written, oral, expressed, implied, or statutoryexcept as herein contained. This Agreement may only not be modified by a written amendment signed or amended other than by an authorized representative of each partyagreement in writing.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement understanding between you and us the parties hereto with respect to the subject matter hereof, of this Agreement and supersedes any all prior agreements, and contemporaneous agreements and understandings, and representationsinducements or conditions, whether express or implied, oral or written, oral, expressed, implied, or statutorywith respect to the subject matter of this Agreement. This Agreement may only not be amended or modified by a without the written amendment signed by an authorized representative consent of each partythe Corporation and Employee.

Entire Agreement; Amendment. This Agreement represents and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between you and us among the parties hereto with respect regard to the subject matter hereof, hereof and supersedes any thereof and supersede all prior agreements, and contemporaneous agreements and understandings, and representations, whether oral or written, oral, expressed, implied, or statutoryamong the parties hereto with respect to such subject matter. This Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived only be modified by a with the written amendment signed by an authorized representative consent of each partythe parties hereto.

Entire Agreement; Amendment. This Agreement represents Agreement, together with the Plan, constitutes the entire agreement between you and us obligation of the parties with respect to the subject matter hereof, of this Agreement and supersedes any prior written or oral expressions of intent or understanding with respect to such subject matter (provided, that this Agreement shall not supersede any written employment agreement or other written agreement between the Company and the Participant, including, but not limited to, any written restrictive covenant agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory). This Agreement may only be modified by a written amendment signed by an authorized representative of each partyamended as provided in the Plan.

Entire Agreement; Amendment. This Agreement represents sets forth the entire agreement between you and us with respect understanding of the parties relating to the subject matter hereof, and supersedes any all prior agreements, arrangements and understandings, and representations, whether written, written or oral, expressedrelating to the subject matter hereof; provided, impliedhowever, that the Proprietary Information and Inventions Agreement, and any outstanding option or statutory. This Agreement may only other equity award agreements by and between the Company and Executive shall be modified by a written amendment signed by an authorized representative of each partygoverned in accordance with the terms therein.

Entire Agreement; Amendment. This Agreement represents Agreement, together with the Plan, contains the entire agreement between you and us the parties hereto with respect to the subject matter hereofcontained herein, and supersedes any all prior agreements, agreements or prior understandings, and representations, whether written, written or oral, expressed, implied, or statutorybetween the parties relating to such subject matter. This Agreement may only be modified or amended by a written amendment writing signed by an authorized representative of each partyboth the Company and the Participant.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement between you and us the parties hereto with respect to the subject matter hereofcontained herein, and supersedes any all prior agreements, agreements or prior understandings, and representations, whether written, written or oral, expressedbetween the parties relating to such subject matter. Except as provided herein, implied, or statutory. This this Agreement may only not be modified or amended in a manner materially adverse to the Participant, except by a written amendment writing signed by an authorized representative of each partyboth the Company and Participant.

Entire Agreement; Amendment. This Agreement represents constitutes the full and entire understanding and agreement between you and us the parties with respect regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended, and supersedes any prior agreementswaived, understandingsdischarged or terminated orally, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may but only be modified by a written amendment instrument signed by an authorized representative the Company and Holders of each partya majority of the Registrable Securities which have not been resold to the public.

Entire Agreement; Amendment. This Agreement represents (including the provisions of the Purchase Agreement referenced herein) represent the entire agreement between you of the parties with respect to the subject matter hereof and us supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only not be modified amended, modified, altered or supplemented except by means of a written amendment signed instrument executed and delivered by an authorized representative of each partythe parties hereto.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you and us among the parties hereto with respect to the subject matter hereofmatters provided for herein, and it supersedes any all prior oral or written agreements, understandingscommitments or understandings with respect to the matters provided for herein, and representations, whether written, oral, expressed, implied, or statutoryincluding the Prior Agreement. This Agreement may only not be modified amended without the written consent of the Company and the Initiating Holders. Each Holder agrees that this Agreement may be amended by a the written amendment signed by an authorized representative consent of each party(i) the Company and (ii) the Other Holders who in the aggregate beneficially own not less than 50% of the Registrable Securities, as defined herein.

Entire Agreement; Amendment. This Agreement represents embodies the entire agreement between you of the parties hereto respecting the matters within its scope and us with respect to supersedes all prior agreements (including, without limitation, any offer letters, term sheets, consulting agreements and correspondence relating thereto), whether written or oral, that directly or indirectly bear upon the subject matter hereof, excluding any restrictive covenant agreement by and supersedes between Executive and any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutoryCompany Group Member. This Agreement may only not be amended, modified or changed (in whole or in part), except by a written amendment signed agreement executed by an authorized representative both of each partythe parties hereto.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement understanding between you and us the parties hereto with respect to the subject matter hereof, hereof and supersedes any all prior agreements, and contemporaneous agreements and understandings, and representationsinducements or conditions, whether express or implied, oral or written, oral, expressed, implied, or statutoryexcept as herein contained. This Agreement may only not be modified by a written amendment signed or amended other than by an authorized representative of each partyagreement in writing executed by the parties hereto.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement agreement, and supersedes all other prior and contemporaneous agreements and undertaking, both written and oral, between you and us with respect the parties hereto relating to the subject matter hereof, and supersedes any prior agreements, understandings, and . There are no representations, whether writtenwarranties, oralcovenants, expressedstatements, impliedconditions, terms of obligations other than those contained herein or statutoryrelating to the subject matter hereof. This No amendments or modifications to or variations of this Agreement may only shall be modified deemed valid unless in writing and executed by a written amendment signed by an authorized representative of each partythe Employee and the Company.

Entire Agreement; Amendment. This Agreement represents reflects the entire agreement between you and us the parties hereto with respect to the subject matter hereofhereof and, and supersedes any upon its effectiveness, shall supersede all prior agreements, understandingsunderstandings and arrangements, both oral and representations, whether written, oral, expressed, implied, between the Employee and the Company (or statutoryany of its Affiliates) with respect to such subject matter. This Agreement may only not be modified in any way unless by a written amendment instrument signed by an authorized representative of each partyboth the Company and the Employee.

Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with With respect to the subject matter hereofof this Agreement, this Agreement constitutes the entire agreement among the parties, and supersedes any it may not be altered, modified or amended except by written agreement signed by the Company and the Shareholder. With respect to the subject matter of this Agreement, and except as expressly provided in the Agreement, all prior and contemporaneous agreements, understandings, arrangements and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified by a written amendment signed by an authorized representative of each partyunderstandings among the parties are hereby superseded and rescinded.

Entire Agreement; Amendment. This Agreement represents contains the entire and only agreement between you and us the parties with respect to the subject matter hereof, and supersedes no oral statements or representations or prior written matter not contained herein or therein shall have any prior agreements, understandings, and representations, whether written, oral, expressed, implied, force or statutoryeffect. This Agreement may only not be modified in any way except by a written writing subscribed by the parties by their duly authorized representatives. No amendment signed of this Agreement or its exhibits or schedules shall be of any force or effect unless reduced to writing and executed in writing by an authorized representative of each partythe parties.

Entire Agreement; Amendment. (a) This Agreement represents contains the entire agreement understanding of the parties with respect to the subject matter hereof and supersedes any and all other agreements between you and us the parties with respect to the subject matter hereof, including, but not limited to, the Original Employment Agreement and supersedes any prior agreements, understandings, the Non-Competition Agreement. (b) Any amendment of this Agreement shall not be binding unless in writing and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified by a written amendment signed by both (i) an officer or director of the Company duly authorized representative of each partyto do so and (ii) the Executive.

Entire Agreement; Amendment. This Agreement represents constitutes and expresses the entire agreement understanding between you and us the parties hereto with respect to the subject matter hereof, and supersedes any all prior agreements, and contemporaneous agreements and understandings, and representationsinducements or conditions, whether written, oral, expressed, express or implied, oral or statutorywritten. This Neither this Agreement nor any portion or provision hereof may only be modified amended orally or in any manner other than by a written amendment an agreement in writing signed by an authorized representative of each partySenior Lender and Seller Creditors.

Entire Agreement; Amendment. This Agreement represents Agreement, together with the Plan, contains the entire agreement between you and us the parties hereto with respect to the subject matter hereofcontained herein, and supersedes any all prior agreements, agreements or prior understandings, and representations, whether written, written or oral, expressed, implied, or statutorybetween the parties relating to such subject matter. This Agreement may only not be modified or amended in a manner adverse to the Participant, unless by a written amendment writing signed by an authorized representative of each partyboth the Company and the Participant.

Entire Agreement; Amendment. This Agreement represents Agreement, as supplemented by the Plan and the Rules, contains the entire agreement understanding between you and us the parties hereto with respect to the subject matter hereof, of this Agreement and supersedes any all prior agreements, and contemporaneous agreements and understandings, and representationsinducements or conditions, whether express or implied, oral or written, oral, expressed, implied, or statutorywith respect to the subject matter of this Agreement. This Agreement may only not be amended or modified by a without the written amendment signed by an authorized representative consent of each partythe Corporation and Employee.

Entire Agreement; Amendment. This Agreement represents states the entire agreement between you and us of the parties hereto with respect to the subject matter hereof, and supersedes any prior agreements, understandingsis intended to be the complete and exclusive statement of the terms hereof. It may not be added to or changed orally, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only not be modified or rescinded or supplemented, except by a written amendment writing signed by an authorized representative the parties hereto and in accordance with the 1940 Act or pursuant to applicable orders or interpretations of each partythe SEC or the staff of the SEC.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you and us of the parties with respect to the subject matter hereof, hereof and supersedes any and all prior agreements, agreements and understandings, and representations, whether written, written or oral, expressed, implied, between the parties hereto with respect to compensation due for services rendered hereunder. The waiver by either party of a breach of any provision of this Agreement shall not operate or statutorybe construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof. This Agreement may only not be modified by a written amendment or amended except in writing and signed by an authorized representative of each partythe parties hereto.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you and us among the parties with respect to the subject matter hereof, hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, understandings, and representations, whether written, written or oral, expressed, implied, or statutorywith respect thereto. This Agreement may only not be modified amended except by a written amendment an instrument in writing signed by an authorized representative of each partythe Warrantholder and the Company.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement between you and us with respect to --------------------------- understanding of the subject matter hereofparties, and supersedes any prior agreements, agreements or understandings, and representations, whether written, oral, expressed, implied, or statutorywith respect to the transactions contemplated by this Agreement. This Agreement may be amended only be modified by a with the express written amendment signed by an authorized representative consent of each partythe parties hereto.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement understanding of the parties hereto on the subject matter hereof and supersedes any previous agreements or understandings, written or oral, in effect between you and us with respect the parties relating to the subject matter hereof, and supersedes any prior agreementswith the exception of the confidentiality obligations between the parties, understandings, and representations, whether written, oral, expressed, implied, which is subject to a separate confidentiality agreement. No amendment or statutory. This modification of this Agreement may only shall be modified effective or binding unless agreed to in writing by a written amendment signed by an authorized representative of each partyboth parties.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you and us the parties with respect to the subject matter hereof, hereof and supersedes any all prior agreements, understandings, oral and representations, whether written, oral, expressed, implied, or statutorywritten understandings with respect to such subject matter. This Agreement may be amended or modified only be modified by a with the mutual written amendment signed by an authorized representative consent of each partythe parties.

Entire Agreement; Amendment. This Agreement represents contains the entire --------------------------- agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations and warranties between you and us them, whether written or oral with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This No provisions of this Agreement may only be modified by a written amendment modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by an authorized representative Employee and a designated officer of each partythe Company.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement complete understanding between you the parties hereto and us with respect supersedes all prior and contemporaneous written or verbal agreements or understandings, including all negotiations, term sheets, letters of intent, presentations, and prior drafts of the Agreement relating to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only not be amended or otherwise modified by except in a written amendment writing specifically referring to the Agreement and signed by an authorized representative representatives of each partyLicensee and Club.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement understanding of and all agreements between you and us the parties hereto with respect to the subject matter hereof, hereof and supersedes any prior agreementsor contemporaneous agreement or understanding, understandings, and representations, whether oral or written, oralpertaining to any such matters which agreements or understandings shall be of no force or effect for any purpose; provided, expressedhowever, impliedthat the terms of any confidentiality agreement between the parties hereto previously entered into, or statutory. This Agreement may only be modified by a written amendment signed by an authorized representative to the extent not inconsistent with any provisions of each partythis Agreement, shall continue to apply.

Entire Agreement; Amendment. This Agreement represents embodies the entire agreement between you of the parties hereto respecting the matters within its scope and us with respect to supersedes all prior agreements (including, without limitation, any existing employment agreement, any offer letters, term sheets and correspondence relating thereto), whether written or oral, that directly or indirectly bear upon the subject matter hereof, excluding any restrictive covenant agreement by and supersedes between Executive and any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutoryCompany Group Member. This Agreement may only not be amended, modified or changed (in whole or in part), except by a written amendment signed agreement executed by an authorized representative both of each partythe parties hereto.

Entire Agreement; Amendment. This Agreement represents sets forth the entire agreement between you and us understanding of the parties hereto with respect to the its subject matter hereof, and supersedes any all prior agreements, negotiations and understandings, and representations, whether written, written or oral, expressed, implied, or statutorywith respect to matters covered hereby. This Any amendment to this Agreement may be made only in a writing executed by the Bank, on the one hand, and the Executive, on the other hand, and no amendment to this Agreement shall be modified by effective unless and until made in such a written amendment signed by an authorized representative of each partywriting.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you and us among the parties hereto with respect to the subject matter hereofmatters provided for herein, and it supersedes any all prior oral or written agreements, understandings, and representations, whether written, oral, expressed, implied, commitments or statutoryunderstandings with respect to the matters provided for herein. This Agreement may only not be modified by a amended without the written amendment signed by an authorized representative consent of each partythe Company and MTI.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement understanding between you and us the parties hereto with respect to the subject matter hereof, of this Agreement and supersedes any all prior agreements, and contemporaneous agreements and understandings, and representationsinducements or conditions, whether express or implied, oral or written, oral, expressed, implied, or statutorywith respect to the subject matter of this Agreement. This Agreement may only not be amended or modified by a without the written amendment signed by an authorized representative consent of each partythe Company and Employee.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement between you and us understanding of the parties hereto with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement or any provision hereof may only be changed, amended or modified by a written amendment writing signed by an authorized representative each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the prior written consent of the Representative. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each partyparty waives the right to trial by jury.

Entire Agreement; Amendment. This Agreement represents Agreement, including its recitals and exhibits, contains the entire agreement and understanding between you the parties and us with respect to supersedes all other prior oral or written agreements, understanding or communications between the parties regarding the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutoryof this Agreement. This Agreement may only not be modified by amended or modified, nor any of its provisions waived, except in a written amendment document signed by an authorized representative representatives of each partythe Grantee and DCV.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement between you and us understanding of the parties hereto with respect to the its subject matter hereofmatter. There are no restrictions, and supersedes any prior agreements, understandingspromises, and representations, whether writtenwarranties, oral, expressed, implied, covenants or statutoryundertakings other than those expressly set forth herein. This Agreement may be amended only be modified by a written amendment signed instrument duly executed by an authorized representative the parties hereto, or in the case of each partythe Holders, the Stockholder Representative, or their respective successors or assigns.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you the parties with respect to the subject matter of this Agreement and us supersedes any prior agreement by and between the parties with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only can be modified only by a written amendment signed instrument executed by Employee and an officer of the Company (not Employee) duly authorized representative of each partyto do so.

Entire Agreement; Amendment. This The terms and conditions contained in this Agreement represents supersede all prior oral or written understandings between the parties and constitutes the entire agreement between you and us with respect to them concerning the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutoryof this Agreement. This Agreement may only shall not be modified by a written amendment or amended except in writing signed by an authorized representative representatives of each partythe parties.

Entire Agreement; Amendment. This Agreement represents the entire agreement and understanding between you and us with respect to the subject matter hereofparties and, and except as expressly stated in this Agreement, supersedes any prior agreementsagreement, understandings, understanding or negotiations respecting such subject. No change to or modification of this Agreement shall be valid or binding unless it is in writing and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified by a written amendment signed by an Employee and a duly authorized representative director of each partythe Company.

Entire Agreement; Amendment. (a) This Agreement represents contains the entire agreement between you and us understanding of the parties with respect to the subject matter hereof, hereof and supersedes any prior agreementsand all other agreements between the parties, understandings, their predecessors and representations, whether written, oral, expressed, implied, or statutory. This affiliates. (b) Any amendment of this Agreement may only shall not be modified by a written amendment binding unless in writing and signed by an authorized representative of each partyboth (i) the Company's Chief Executive Officer and (ii) the Executive.

Entire Agreement; Amendment. This Agreement represents supersedes all prior written and oral agreements and understandings among the parties as to its subject matter and constitutes the entire agreement between you and us of the parties with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only not be modified modified, amended, terminated or any provision thereof waived in whole or in part except by a written amendment agreement signed by an authorized representative of each partythe Company and the Purchaser.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement between you and us the parties hereto with respect to the subject matter hereofcontained herein, and supersedes any all prior agreements, agreements or prior understandings, and representations, whether written, written or oral, expressed, implied, or statutorybetween the parties relating to such subject matter. This Agreement may only be modified or amended by a written amendment writing signed by an authorized representative of each partyboth the Company and Participant.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you Agreement, representation and us understanding of the parties hereto with respect to the subject matter hereof, and supersedes any prior agreements, understandings, no amendment or modification shall be valid or binding unless made in writing and representations, whether written, oral, expressed, implied, or statutorysigned by the parties to this Agreement. This Agreement may only be modified by a written amendment signed by an authorized representative supersedes any and all other agreements, either oral or written, between the Company and Employee with respect to the subject matter hereof, and contains all of each partythe covenants and agreements between the parties relating in any way to Employee's services for the Company.

Entire Agreement; Amendment. This Agreement represents contains the entire complete understanding and agreement between you and us the parties hereto with respect to the subject matter hereof, and supersedes any all prior and contemporaneous understandings and agreements, understandings, and representations, whether written, written or oral, expressed, implied, or statutorybetween the parties relating to the subject matter hereof. This Agreement may only not be modified by amended except in a written amendment document signed by an authorized representative of each partyyou and the Company.

Entire Agreement; Amendment. This Agreement represents and the entire Organization and Financing Agreement referenced herein embody the complete agreement between you and us understanding among the parties hereto with respect to the subject matter hereof, hereof and supersedes supersede and preempt any prior agreements, understandings, and representationsagreements or representations by or among the parties, whether written, written or oral, expressed, implied, or statutorywhich may have related to the subject matter hereof in any way. This Agreement may be amended only be modified by a written amendment signed by an authorized representative instrument executed by each of each partythe parties hereto.

Entire Agreement; Amendment. This Except as otherwise stated herein, this Agreement represents sets forth the entire agreement between you and us of the parties hereto with respect to the subject matter hereof, and supersedes any all prior and contemporaneous agreements, arrangements and understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement agreement may only be modified amended by a the mutual written amendment signed by an authorized representative consent of each partyEmployer and Employee.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement between you and us of the parties with respect to the subject matter hereof, and supersedes any all prior negotiations, understandings or agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified by a written amendment in writing signed by an authorized representative both parties. This Agreement shall be interpreted as if jointly prepared by the parties. No presumption shall arise from the identity of each partythe drafter.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you the parties relating to the matters discussed herein and us supersedes all prior or contemporaneous oral and written understandings, agreements and arrangements with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, information disclosed or statutoryreceived under this Agreement. This Agreement may be amended or modified only be modified by a with the mutual written amendment signed by an authorized representative consent of each partythe parties.

Entire Agreement; Amendment. This Agreement represents (together with the Plan and the Indemnification Agreement) contains the entire understanding and agreement between you and us with respect of the parties relating to the subject matter hereofhereof and it supersedes all prior and/or contemporaneous understandings and agreements of any kind and nature (whether written or oral) between the parties with respect to such subject matter, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutoryall of which are merged herein. This Agreement may only not be modified modified, amended, altered or supplemented, except by a written amendment signed agreement executed by an authorized representative each of each partythe Company and the Executive. 11.

Entire Agreement; Amendment. This Agreement represents constitutes and expresses the entire agreement understanding between you and us the parties hereto with respect to the subject matter hereof, and supersedes any all prior agreements, and contemporaneous agreements and understandings, and representationsinducements or conditions, whether written, oral, expressed, express or implied, oral or statutorywritten. This Neither this Agreement nor any portion or provision hereof may only be modified amended orally or in any manner other than by a written amendment an agreement in writing signed by an authorized representative of each partyLender, Creditor and Debtor.

Entire Agreement; Amendment. This Agreement represents the entire Agreement, together with any other nondisclosure agreement between you and us the Company (or any predecessor entity thereto), contains the entire agreement, arrangement and understanding of the Parties with respect to the subject matter hereof, and supersedes and preempts any and all prior or contemporaneous agreements, arrangements or understandings, and representations, whether verbal or written, oral, expressed, implied, or statutorybetween the Parties with respect to the subject matter hereof. This Agreement may only not be amended, changed or modified except by a written amendment an instrument in writing, signed by an authorized representative of each partyyou and the Company.

Entire Agreement; Amendment. This Agreement represents and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between you and us the parties with respect regard to the subject matter hereof, subjects hereof and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutorythereof. This Any term of this Agreement may only be modified by amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written amendment signed by an authorized representative consent of each partythe Company and the Investor.

Entire Agreement; Amendment. This Agreement represents (together --------------------------- with all exhibits hereto) contains the entire agreement between you and us among the parties hereto with respect to the subject matter hereoftransactions contemplated herein, supersede all prior written agreements and negotiations and oral understandings among the parties hereto, and supersedes any prior agreementsmay not be discharged except by performance, understandingsor amended or supplemented except by an instrument in writing signed by the Company, CHP, and representations, whether written, oral, expressed, implied, each person or statutory. This Agreement may only be modified by a written entity which at the time of such amendment signed by an authorized representative beneficially owns any shares of each party.Class A Preferred Stock or Class B

Entire Agreement; Amendment. This Agreement represents constitutes the full and entire understanding and agreement between you and us among the parties with respect regard to the subject matter subjects hereof, and supersedes all prior agreements and understandings among the parties with respect to such subject matter. Neither this Agreement nor any prior agreementsterm hereof may be amended, understandingswaived, and representationsdischarged or terminated, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified except by a written amendment instrument signed by an authorized representative of each partythe Company, on one hand, and the Majority Stockholders, on the other hand.

Entire Agreement; Amendment. This Agreement represents the entire agreement understanding between you and us the parties hereto with respect to the subject matter hereof, hereof and supersedes any prior agreements, understandings, may be amended only by an instrument in writing signed by the parties hereto and representations, whether written, oral, expressed, implied, or statutoryapproved by the Board of Directors of the Corporation. This Agreement may only be modified by a supersedes and replaces any and all prior Agreements or understandings, written amendment signed by an authorized representative or otherwise, of each partyany description whatsoever, relating to any Change in Control of Corporation or SUB.

Entire Agreement; Amendment. This Agreement represents sets forth the entire agreement and understanding between you the parties as to the subject matter hereof and us has priority over any and all agreements, documents, verbal consents or understandings previously made between the parties with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, . None of the terms of this Agreement shall be amended or statutory. This Agreement may only be modified by except as set forth in a written amendment writing signed by an authorized representative of each partyboth the Sublicensor and the Sublicensee.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement between you understanding of Corporation and us Consultant with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, may not be amended or statutory. This Agreement may only be modified otherwise than by a written amendment signed agreement executed by an authorized representative of each partythe parties hereto or their respective successors and legal representatives.

Entire Agreement; Amendment. This Agreement represents shall constitute the entire agreement between you and us the parties with respect regard to the subject matter hereof, provided, that nothing in this Agreement is intended to amend or modify in any respect the terms and supersedes any prior agreements, understandingsconditions of the Nondisclosure Agreement or the Operating Agreement, and representationseach shall continue in full force and effect in accordance with its terms. No modification, whether written, oral, expressed, implied, amendment or statutory. This waiver of this Agreement may only shall be modified by a binding without the written amendment signed by an authorized representative consent of each partythe parties hereto.

Entire Agreement; Amendment. This Agreement represents sets forth the entire agreement and understanding between you and us with respect the parties as to the subject matter hereof, hereof and merges and supersedes all prior discussions, agreements and understandings of any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutoryevery nature among them. This Agreement may be amended only by mutual written agreement of the Company and the Investor. No course of dealing between or among any persons having any interest in this Agreement will be modified deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any person under or by a written amendment signed by an authorized representative reason of each partythis Agreement.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement between you understanding of Corporation and us Consultant with respect to the subject matter hereof, and supersedes any all prior agreementsrepresentations, understandingsproposals, discussions, and representationscommunications, whether written, oral, expressed, implied, oral or statutoryin writing. This Agreement may only not be amended or modified otherwise than by a written amendment signed agreement executed by an authorized representative of each partythe parties hereto or their respective successors and legal representatives.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between you and us the parties with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutorypurchase of the Shares. This Agreement may only not be modified amended, modified, waived, discharged or terminated except by a written amendment an instrument in writing signed by an the party or a duly authorized representative officer of each partya corporate party against whom enforcement of the change, waiver, discharge or termination is sought. Each of Seller and the Company acknowledge and agree that except as expressly set forth in this Agreement, neither party has any claims or rights against the other.

Entire Agreement; Amendment. This Agreement represents sets forth the entire agreement between you and us understanding of the parties hereto with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only not be modified amended or supplemented except by a written instrument duly executed by each of the parties hereto; provided, however that the Company’s board of directors or appropriate committee may amend the terms of this Agreement at any time without the written consent of the Optionee provided that such amendment signed by an authorized representative does not adversely affect the rights of each partythe Optionee.

Entire Agreement; Amendment. This Agreement represents the constitutes The entire understanding and agreement between you and us the Parties with respect to the subject matter hereof, and supersedes any all prior and contemporaneous understandings and/or agreements, understandings, and representations, whether written, written or oral, expressed, implied, regarding the subject matter of this Agreement. No amendment or statutory. This modification to this Agreement may only shall be modified binding unless in writing and signed by a written amendment signed by an duly authorized representative officer of each partyboth Parties.

Entire Agreement; Amendment. This Agreement represents contains the entire understanding and agreement between you and us with respect of the parties relating to the subject matter hereof, hereof and supersedes all prior and/or contemporaneous understandings and agreements of any prior agreements, understandings, kind and representations, nature (whether written, written or oral, expressed, implied, or statutory) among the parties with respect to such subject matter. This Agreement may only not be amended or modified except by a written amendment writing signed by an authorized representative all of each partythe parties hereto.

Entire Agreement; Amendment. This Agreement represents constitutes and --------------------------- expresses the entire agreement between you and us understanding among the parties hereto with respect to the subject matter hereof, and supersedes any all prior agreements, agreements and understandings, and representationsinducements or conditions, whether written, oral, expressed, express or implied, oral or statutorywritten. This Neither this Agreement nor any portion or provision hereof may only be modified changed, waived or amended orally or in any manner other than by a written amendment an agreement in writing signed by an authorized representative of each partythe Lender, the Borrower and the Creditor.

Entire Agreement; Amendment. This Agreement represents constitutes the full and entire understanding and agreement between you and us among the Parties with respect regard to the subject matter hereof, and supersedes any other prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutorycontemporaneous oral or written understandings or agreements among the Parties hereto. This Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Parties expressly referring to this agreement and the terms to be modified by a written amendment signed by an authorized representative of each partywaived.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement between you and us understanding among the parties hereto with respect to the subject matter hereof, and supersedes any all prior agreementsand contemporaneous agreements (including the First Amended Agreement), understandings, inducements and representationsconditions, whether express or implied, oral or written, oral, expressed, implied, or statutoryof any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may only not be modified by a written amendment signed or amended other than by an authorized representative of each partyagreement in writing.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you and us among the parties hereto with respect to the subject matter hereofmatters provided for herein, and it supersedes any all prior oral or written agreements, understandings, and representations, whether written, oral, expressed, implied, commitments or statutoryunderstandings with respect to the matters provided for herein. This Agreement may only not be modified amended without the written consent of: (i) the Company, (ii) the Initiating Holders and (iii) the Holders who beneficially own at least a majority of the outstanding Registrable Securities then held by a written amendment signed by an authorized representative of each partyall Holders.

Entire Agreement; Amendment. This The parties agree that this Agreement represents contains the entire understanding and agreement between you the parties with respect to the subject matter hereof and us supersedes all prior understandings and agreements, whether oral or in writing, between the parties with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only cannot be modified amended, modified, or supplemented in any respect except by a written amendment signed agreement executed by an authorized representative of each partyboth parties.

Entire Agreement; Amendment. This Agreement represents constitutes the entire understanding and agreement between you and us among the parties with respect to the subject matter hereofof this Agreement, and supersedes any all prior agreements, and contemporaneous agreements and understandings, and representationsinducements, whether or conditions, express or implied, oral or written, oral, expressed, implied, or statutoryexcept as contained in this Agreement. This Agreement may only not be amended or modified by a except with the written amendment signed by an authorized representative consent of each partyall Members.

Entire Agreement; Amendment. This Agreement represents (together with the Plan and the Indemnification Agreement) contains the entire understanding and agreement between you and us with respect of the parties relating to the subject matter hereofhereof and it supersedes all prior and/or contemporaneous understandings and agreements of any kind and nature (whether written or oral) between the parties with respect to such subject matter, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutoryall of which are merged herein. This Agreement may only not be modified modified, amended, altered or supplemented, except by a written amendment signed agreement executed by an authorized representative each of each partythe Company and the Executive.

Entire Agreement; Amendment. This Agreement represents supersedes all prior written and oral agreements and understandings among the parties as to its subject matter and constitutes the entire agreement between you and us of the parties with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only not be modified modified, amended, terminated or any provision hereof waived in whole or in part except by a written amendment agreement signed by an authorized representative of each partythe Company and the Purchaser.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by Customer to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. This Agreement supersedes all prior or contemporaneous discussions, proposals and us with respect agreements between the parties relating to the subject matter hereof. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified by a written amendment signed by an authorized representative of each partyboth parties.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you and us among the parties hereto with respect to the subject matter hereoftransactions contemplated herein, and it supersedes any all prior oral or written agreements, understandingscommitments or understanding with respect to the matters provided for herein. No amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified duly executed and delivered by a written amendment signed by an authorized representative of each partythe Company and Shareholder.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you and us with respect among the parties hereto pertaining to the subject matter hereof, hereof and supersedes no party has relied on any prior agreements, understandings, and representations, whether written, oral, expressed, implied, representations or statutorywarranties other than those contained herein. This Agreement may only shall not be modified amended except by a written amendment writing signed by an authorized representative all of each partythe Executives and the Corporation.

Entire Agreement; Amendment. This Agreement represents sets forth the entire agreement understanding between you and us the parties hereto with respect to the subject matter hereofhereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Company and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutoryby the Executive. This Agreement may only be modified by a written amendment signed by an authorized representative supersedes the provisions of each partyany employment or other agreement between the Executive and the Company that relate to any matter that is also the subject of this Agreement.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement understanding of the parties with respect to the subject matter hereof and supersedes any and all other agreements between you and us the parties with respect to the subject matter hereof, . Any amendment of this Agreement shall not be binding unless in writing and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified by a written amendment signed by both (i) an officer or director of the Company duly authorized representative of each partyto do so and (ii) the Executive.

Entire Agreement; Amendment. This Agreement represents Agreement, including all Exhibits referred to in the Agreement, contains the entire agreement understanding between you and us the parties with respect to the subject matter hereofhereof and amends, restates and supersedes all prior and contemporaneous written or oral negotiations and agreements between them regarding the subject matter hereof except as otherwise expressly provided in paragraph 1 of this Agreement. Any reliance by any party on any prior agreements, understandings, or contemporaneous written or oral negotiations or statements would be unintended and representations, whether written, oral, expressed, implied, or statutoryunjustified. This Agreement may be amended only be modified by a written amendment writing signed by an authorized representative all of each partythe parties hereto.

Entire Agreement; Amendment. This Agreement represents contains the entire complete understanding and agreement between you and us the parties hereto with respect to the subject matter hereof, and supersedes any all prior and contemporaneous understandings and agreements, understandings, and representations, whether written, written or oral, expressed, implied, or statutorybetween the parties relating to the subject matter hereof. This Agreement may only not be modified by amended except in a written amendment document signed by an authorized representative you and the Company following express approval of each partythe amendment by the Board of Directors.

Entire Agreement; Amendment. This Agreement represents contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations and warranties between you and us them, whether written or oral with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This No provisions of this Agreement may only be modified by a written amendment modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by an authorized representative Employee and a designated officer of each partythe Company.

Entire Agreement; Amendment. This Agreement represents contains the entire understanding and agreement between you and us with respect of the parties relating to the subject matter hereof, hereof and supersedes all prior and/or contemporaneous understandings and agreements of any prior agreements, understandings, kind and representations, nature (whether written, written or oral, expressed, implied, or statutory) among the parties with respect to such subject matter. This Escrow Agreement may only not be modified modified, changed, supplemented, amended or terminated, nor may any obligations hereunder be waived, except by a written amendment instrument signed by an the parties to be charged or by its agent duly authorized representative of each partyin writing or as otherwise expressly permitted herein.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement between you Agreement, representation and us understanding of the parties hereto with respect to the subject matter hereof, and supersedes any prior agreements, understandings, no amendment or modification shall be valid or binding unless made in writing and representations, whether written, oral, expressed, implied, or statutorysigned by the parties to this Agreement. This Agreement may only be modified by a written amendment signed by an authorized representative supersedes any and all other agreements, either oral or written, between the Company and Employee with respect to the subject matter hereof, and contains all of each partythe covenants and agreements between the parties relating in any way to Employee’s services for the Company.

Entire Agreement; Amendment. This Agreement represents constitutes the entire agreement Agreement between you and us the parties hereto with respect regard to the subject matter hereof, superseding all prior understandings and supersedes any prior agreements, understandingswith the exception of Non-Competition, Non-Solicitation, Confidentiality, and representationsProprietary Rights provisions of the Employment Agreement, whether written, written or oral, expressed, implied, or statutory. This Agreement may only not be modified amended or revised except by a written amendment writing signed by an authorized representative of each partythe parties.