Common use of Entire Agreement; Amendments Clause in Contracts

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any abrogates all prior proposalsunderstandings, term sheets, letters, negotiations or other documents or agreements, communications and agreements (whether written or oral, ) between the parties with respect to the subject matter hereof. None of the terms of , and this Agreement constitutes the entire agreement between the parties with respect to such subject matter. This Agreement may not be amended except by an instrument executed in writing signed by each of the parties hereto. No assignment by either party shall be of any force except with the prior written consent of the other party.

Entire Agreement; Amendments. This Agreement constitutes contains the entire agreement and understanding of among the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter of this Agreement. None The express terms of this Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms of this Agreement. This Agreement may not be modified or amended except other than by an instrument executed agreement in writing signed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes and the agreements referenced herein contain the entire agreement and understanding of the parties hereto in respect of relating to the subject matter hereof, and supersedes and replaces supersede in their entirety any and all prior proposalsand/or contemporaneous agreements, term sheets, letters, negotiations understandings or other documents or agreementsrepresentations relating to the subject matter hereof, whether written or oral, with respect to including without limitation the subject matter hereofExisting Agreement. None of the terms No amendments, alterations or modifications of this Agreement may will be amended except valid unless made in writing and signed by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire understanding and agreement and understanding of the parties hereto in with respect of to the subject matter hereof, matters discussed herein and supersedes all other prior agreements and replaces in their entirety any prior proposalsunderstandings, term sheets, letters, negotiations or other documents or agreements, whether written or oral, between the parties with respect to the subject matter hereofthereto. None There are no representations, warranties or agreements of the terms of any kind relating thereto that are not set forth in this Agreement. This Agreement may not be amended or modified except by an a written instrument executed signed by each of the parties heretohereto or their respective successors and legal representatives.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This The terms and conditions contained in this Agreement constitutes (including the Exhibits hereto) and the Transaction Documents constitute the entire agreement between the Parties and understanding of the parties hereto in respect of the subject matter hereof, supersede all previous agreements and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreementsunderstandings, whether written oral or oralwritten, between the Parties with respect to the subject matter hereof. None of the terms of No agreement or understanding amending this Agreement may shall be amended except binding upon any Party unless set forth in a written document which expressly refers to this Agreement and which is signed and delivered by an instrument executed by duly authorized representatives of each of the parties heretoParty.

Entire Agreement; Amendments. This Agreement constitutes and the agreements and documents referenced herein contain the entire agreement and understanding of the parties hereto in with respect of to the subject matter hereof, covered herein and supersedes and replaces in their entirety any supersede all prior proposals, term sheets, lettersagreements, negotiations or other documents or agreementsand understandings, whether written or oral, with respect to the such subject matter hereofmatter. None of the terms No provision of this Agreement may shall be waived or amended except other than by an instrument executed in writing signed by each of Debtor and the parties heretoSecured Party.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of between the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof, and supercedes and replaces any prior or contemporaneous agreements or understandings, whether written or oral, relating to such subject matter. None of This Agreement is not intended to confer upon any person other than the terms of this parties hereto any rights or remedies hereunder. This Agreement may not be modified or amended except in writing signed by an instrument executed by each of the parties heretoparties.

Entire Agreement; Amendments. This Agreement constitutes contains the entire agreement and understanding of among the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter of this Agreement. None The express terms of this Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms of this Agreement. This Agreement may not be modified, supplemented or amended except other than by an instrument executed agreement in writing signed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their its entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Assignment Agreement constitutes and the agreements referenced herein, constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereofhereof and thereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof or thereof. None of the terms of this Assignment Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including the Warrantholder’s proposal letter dated January 19, 2018). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto. This Agreement does not supersede any confidentiality agreement between the Company and the Warrantholder.

Entire Agreement; Amendments. This Letter Agreement constitutes and the agreements referenced herein contain the entire agreement and understanding of the parties hereto in respect of relating to the subject matter hereof, and supersedes and replaces in their entirety any and all prior proposalsand/or contemporaneous agreements, term sheets, letters, negotiations understandings or other documents or agreementsrepresentations relating to the subject matter hereof, whether written or oral, with respect to the subject matter hereofincluding without limitation your offer letter. None of the terms No amendments, alterations or modifications of this Letter Agreement may will be amended except valid unless made in writing and signed by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes contains the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the its subject matter hereofmatter. None of the terms of this There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than those expressly set forth herein. This Agreement may be amended except only by an a written instrument duly executed by each of the parties heretohereto or their respective successors or assigns.

Entire Agreement; Amendments. This Agreement constitutes Agreement, together with all Exhibits, Annexes and Schedules hereto, and the other Transaction Documents constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, Parties with respect regard to the subject matter hereof. None hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the terms Parties. No amendment, supplement or modification of this Agreement may will be amended except binding unless executed in writing by an instrument executed by each of the parties hereto.all Parties

Entire Agreement; Amendments. This Agreement constitutes and the agreements and documents referenced herein contain the entire agreement and understanding of the parties hereto in with respect of to the subject matter hereof, covered herein and supersedes and replaces in their entirety any supersede all prior proposals, term sheets, lettersagreements, negotiations or other documents or agreementsand understandings, whether written or oral, with respect to the such subject matter hereofmatter. None of the terms No provision of this Agreement may shall be waived or amended except other than by an instrument executed in writing signed by each of Xxxxxx and the parties heretoSecured Party.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, delivered pursuant hereto constitute the full and entire understanding and agreement between the Parties with respect regard to the subject matter hereofmatters hereof and thereof and shall supersede all prior agreements and understandings relating thereto. None of the terms of Neither this Agreement nor any term hereof may be amended amended, waived, discharged or terminated except by an instrument executed in writing signed by each of the parties Parties hereto.

Entire Agreement; Amendments. This Agreement constitutes contains all of the entire agreement and understanding agreements of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofmatters contained herein and no prior or contemporaneous agreement or understanding, oral or written, pertaining to any such matters shall be effective for any purpose. None of the terms No provision of this Agreement may be amended or added to except by an instrument executed agreement in writing signed by each of the parties heretohereto or their respective successors in interest.

Entire Agreement; Amendments. This Agreement constitutes contains the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of the terms of this There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than those expressly set forth herein. This Agreement may be amended except only by an a written instrument duly executed by each of the parties heretohereto or their respective successors or assigns.

Entire Agreement; Amendments. This Agreement constitutes Agreement, including the entire Statements of Work hereunder, is the final, complete, and exclusive agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, Parties with respect to the subject matter hereofhereof and supersedes and merges all prior or contemporaneous communications and understandings between the Parties. None No modification of the terms of or amendment to this Agreement may will be amended except effective unless in writing and signed by an instrument executed by each of the parties heretoParty to be charged.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of between the parties hereto in respect of concerning the subject matter hereof, superseding all prior and supersedes and replaces in their entirety any prior contemporaneous drafts, proposals, term sheetsnegotiations, letterscommunications, negotiations or other documents or documents, understandings and agreements, whether written or oral, with respect to the subject matter hereofof this Agreement, unless specifically incorporated herein by reference. None of Any such superseded documents shall not be used in any manner for the terms interpretation of this Agreement and shall not constitute admissible evidence in any proceedings between the parties. This Agreement may only be amended except by an instrument executed a written document signed by each of the parties heretoboth parties.

Entire Agreement; Amendments. The making, execution and delivery of this Agreement by the Parties have been induced by no representations, warranties, statements or agreements other than those herein expressed. This Agreement constitutes Agreement, including the Schedules and Exhibits attached hereto, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter hereofParties, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations there are no further or other documents agreements or agreementsunderstandings, whether written or oral, with respect in effect among the Parties relating to the subject matter hereof. None of the terms of this This Agreement may be amended except or modified only by an a written instrument executed signed by each of the parties heretoParties.

Entire Agreement; Amendments. This Agreement constitutes contains and its terms constitute the entire agreement and understanding of the parties hereto in respect of and supersedes all prior agreements regarding the subject matter hereof, and herein. This Agreement supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or contemporaneous agreements, whether negotiations, correspondence, undertakings and communications of the parties, oral or written or oral, with respect to regarding the subject matter hereofherein. None No amendment or modification of the terms any provision of this Agreement may shall be amended except effective unless in writing and signed by an instrument executed by each the party against whom enforcement of the parties heretosuch amendment or modification is sought.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of among the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposalsunderstandings, term sheets, letters, negotiations or other documents or agreements, whether or representations by or among the parties, written or oral, with respect that may have related in any way to the subject matter hereof. None of Unless otherwise provided in the terms of Plan or herein, this Agreement may not be amended amended, supplemented, or modified in whole or in part except by an instrument executed in writing signed by each the party or parties against whom enforcement of the parties heretoany such amendment, supplement, or modification is sought.

Entire Agreement; Amendments. This Agreement constitutes and the entire agreement documents executed pursuant hereto supersede all negotiations, agreements and understanding of understandings among the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, Parties with respect to the subject matter hereofhereof and constitute the entire agreement among the Parties with respect thereto. None This Agreement may not be amended, modified or supplemented except by written agreement of the terms of this Agreement may be amended except by an instrument executed by each of the parties heretoParties.

Entire Agreement; Amendments. This Agreement constitutes sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any all prior proposals, term sheets, letters, negotiations agreements or other documents or agreementsunderstandings, whether written or oral, with respect to the subject matter hereof. None of the terms of this Agreement may No terms, conditions or agreements other than those contained herein, and no amendments or modifications hereto shall be amended except valid unless made in writing and signed by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement (including the documents referred to herein) constitutes the entire agreement and understanding of among the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposalsunderstandings, term sheets, letters, negotiations or other documents or agreements, whether or representations by or among the parties, written or oral, with respect that may have related in any way to the subject matter hereof. None of the terms of this This Agreement may not be amended amended, supplemented or modified in whole or in part except by an instrument executed in writing signed by each the party or parties against whom enforcement of the parties heretoany such amendment, supplement or modification is sought.

Entire Agreement; Amendments. This Agreement constitutes contains the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the its subject matter hereofmatter. None of the terms of this There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than those expressly set forth herein. This Agreement may be amended except or modified only by an a written instrument duly executed by each of the parties heretohereto or their respective successors or assigns.

Entire Agreement; Amendments. This Agreement constitutes and any documents referred to herein or executed contemporaneously herewith constitute the parties’ entire agreement and understanding of the parties hereto in with respect of to the subject matter hereof, hereof and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or supersede all agreements, representations, warranties, statements, promises and understandings, whether written oral or oralwritten, with respect to the subject matter hereof. None of the terms of this This Agreement may be amended except amended, altered or modified only by an instrument executed a writing signed by each of the parties heretoCompany and the Majority Holders.

Entire Agreement; Amendments. This Agreement constitutes and the Note constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of the terms of this Agreement may be amended except by an a written instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of concerning the subject matter hereof, hereof and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or negotiations; proposed agreements and agreements, whether oral or written or oral, with respect to the subject matter hereofthereto. None of the terms of this This Agreement may not be modified, amended or terminated except by an instrument executed a writing signed by each of the both parties heretoand their authorized representatives.

Entire Agreement; Amendments. This Agreement constitutes and other agreements referred to herein set forth the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of hereof and thereof and supersede any prior agreements or understandings with respect to the terms of subject matter hereof and thereof, and this Agreement may shall not be amended except by an instrument in writing executed by each of the parties heretoCompany and the Investor.

Entire Agreement; Amendments. This Agreement constitutes and the Other Transaction Documents (i) set forth the entire agreement and understanding of the parties hereto in respect of respecting the subject matter hereof, and supersedes and replaces in their entirety (ii) supersede any prior proposalsand contemporaneous understandings, term sheets, letters, negotiations or other documents or agreements, whether or representations by or among the parties, written or oral, with respect to the extent they related in any way to such subject matter hereof. None , and (iii) may not be amended orally, and no right or obligation of the terms of this Agreement any party may be amended altered, except as expressly set forth in a writing signed by an instrument executed by each of the parties heretosuch party.

Entire Agreement; Amendments. This Agreement constitutes sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any all prior proposals, term sheets, letters, negotiations agreements or other documents or agreementsunderstandings, whether written or oral, with respect to the subject matter hereof. None of the terms of this Agreement may No terms, conditions, or warranties, other than those contained herein, and no amendments or modifications hereto, shall be amended except valid unless made in writing and signed by an instrument executed by each of the all parties hereto.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Lender’s proposal letter dated October 3, 2013). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Lender’s proposal letter dated November 20, 2006). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Lender’s proposal letter dated March 5, 2010). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Letter Agreement constitutes and the agreements referenced herein contain the entire agreement and understanding of the parties hereto in respect of relating to the subject matter hereof, and supersedes and replaces supercede in their entirety any and all prior proposalsand/or contemporaneous agreements, term sheets, letters, negotiations understandings or other documents or agreementsrepresentations relating to the subject matter hereof, whether written or oral. No amendments, with respect to the subject matter hereof. None of the terms alterations or modifications of this Letter Agreement may will be amended except valid unless made in writing and signed by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes and the Recitals contain the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect regard to the subject matter hereofcontained herein, and supersede all prior agreements, understandings or letters of intent between the parties hereto. None of the terms of this This Agreement may shall not be amended amended, modified or supplemented except by an a written instrument executed signed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including the proposal letter dated February 4, 2008 among the Warrantholder, Comerica Bank and the Company). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes contains the entire understanding and agreement and understanding of between the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of the terms of this Agreement may , supersedes and replaces all prior agreements and understandings (oral or written), and cannot be modified or amended except by an instrument executed in writing signed by each of the all parties heretohereto or their respective successors or assigns.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Warrantholder’s proposal letter dated May 14, 2003). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes all prior agreements and replaces in their entirety any prior proposalsundertakings, term sheets, letters, negotiations or other documents or agreements, whether both written or and oral, between the parties hereto with respect to the subject matter hereof. None of the terms of this This Agreement may not be amended or modified except by in an instrument executed by each of in writing signed by, or on behalf of, the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including the Warrantholder’s proposal letter dated September 2, 2020). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None contains all of the terms and conditions agreed upon by the parties relating to its subject matter and supersedes all prior or contemporaneous agreements, negotiations, correspondence, understandings and communications of this the parties, whether oral or written, respecting that subject matter. This Agreement may not be amended or modified, nor may any of its terms be waived, except by an instrument executed written instruments signed by each of the parties heretoMaxtor and HEI.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof, including the Warrantholder’s proposal letter dated November 8, 2019. None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes Agreement, including its exhibits, and the entire agreements entered into by the Parties pursuant to this Agreement, constitute the entire, final, and complete agreement and understanding of between the parties hereto in Parties with respect of the to its subject matter hereof, and supersedes and replaces in their entirety any and supersede all prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, discussions and agreements between them with respect to the subject matter hereof. None No modification of the any terms or conditions hereof shall be effective unless made in writing and signed by a duly authorized representative of this Agreement may be amended except by an instrument executed by each of the parties heretoParty.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Lender’s proposal letter dated July 24, 2015). None of the terms of this Agreement Warrant may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement (including the documents referred to herein) constitutes the entire agreement and understanding of among the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposalsunderstandings, term sheets, letters, negotiations or other documents or agreements, whether or representations by or among the parties, written or oral, with respect that may have related in any way to the subject matter hereofhereof (including, without limitation, the Original Agreement). None of Unless otherwise provided in the terms of Plan, this Agreement may not be amended amended, supplemented, or modified in whole or in part except by an instrument executed in writing signed by each the party or parties against whom enforcement of the parties heretoany such amendment, supplement, or modification is sought.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including the Warrantholder’s proposal letter dated December 6, 2017). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. hereof (including Lender’s proposal letter dated August 21, 2006) None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Lender’s proposal letter dated April 18, 2013). None of the terms of this Agreement may be amended except by an a written instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes contains the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the its subject matter hereofmatter. None of the terms of this There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than those expressly set forth herein. This Agreement may be amended except only by an a written instrument duly executed by each of the parties heretoor their respective successors or assigns.

Entire Agreement; Amendments. This Agreement constitutes contains and its terms constitute the entire agreement and understanding of the parties hereto in respect of and supersedes all prior agreements regarding the subject matter hereof, and herein. This Agreement supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or contemporaneous agreements, whether written or oralnegotiations, with respect to the subject matter hereof. None correspondence, undertakings and communications of the terms parties, oral or written. No amendment or modification of any provision of this Agreement may shall be amended except effective unless in writing and signed by an instrument executed by each the party against whom enforcement of the parties heretosuch amendment or modification is sought.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Lender’s proposal letter dated January 24, 2007). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their its entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Lender’s proposal letter dated February 25, 2014). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Warrantholder’s proposal letter dated July 21, 2014). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement (including the documents and exhibits referred to herein) constitutes the entire agreement and understanding of among the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposalsunderstandings, term sheets, letters, negotiations or other documents or agreements, whether or representations by or among the parties, written or oral, with respect that may have related in any way to the subject matter hereof. None of Unless otherwise provided in the terms of Plan, this Agreement may not be amended amended, supplemented, or modified in whole or in part except by an instrument executed in writing signed by each the party or parties against whom enforcement of the parties heretoany such amendment, supplement, or modification is sought.

Entire Agreement; Amendments. This Agreement constitutes Agreement, and any agreements and documents delivered pursuant hereto, contain the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, Parties with respect regard to the subject matter hereof. None contained herein or therein, and supersede all other prior agreements, understandings or letters of intent between or among any of the terms of this Parties. This Agreement may shall not be amended amended, modified or supplemented except by a written instrument signed by an instrument executed by authorized representative of each of the parties heretoParties.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Warrantholder’s proposal letter dated February 27, 2017). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes and its exhibits contains the entire agreement and understanding of between the parties hereto in respect of the subject matter hereofparties, and supersedes and replaces in their entirety supersede any prior proposals, term sheets, letters, negotiations or other documents or contemporaneous agreements, whether written or oral, with respect to regarding the subject matter hereof. None of the terms of No amendments or changes to this Agreement may will be amended except effective unless made in writing and signed by an instrument executed by authorized representative of each of the parties heretoparty.

Entire Agreement; Amendments. This Agreement constitutes and the agreements, instruments, schedules, and other writings referred to in this Agreement contain the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of the terms of this Agreement. There are no restrictions, agreements, promises, warranties, covenants, or undertakings other than those expressly set forth herein or therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended except only by an a written instrument duly executed by each all of the parties heretoor their successors or assigns.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including the proposal letter dated May 7, 2010 between the Warrantholder and the Company). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes Agreement, together with the Joinder Agreement, constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Lender’s proposal letter dated January 21, 2009). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes contains the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to its subject matter. There are no restrictions, agreements, promises, warranties, covenants or undertakings other than those expressly set forth herein or therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter hereofmatter. None of the terms of this This Agreement may be amended except only by an a written instrument duly executed by each of the parties heretoor their respective successors or assigns.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Lender’s proposal letter dated March 18, 2008). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes (a) contains the entire agreement and understanding of between the parties hereto in respect of and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, concerning Consultant's engagement with the subject matter hereofCompany, and supersedes and replaces in their entirety any prior proposals(b) shall not be modified or amended, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of the terms of this Agreement may be amended except by an a written instrument executed after the Effective Date hereof by each of the parties heretoparty sought to be charged with such amendment or modification.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of among the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussion, whether oral or written, of the terms of this parties without the need for any action. This Agreement may be amended except at any time by an written agreement or instrument executed signed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Warrantholder's proposal letter dated June 13, 2014 and accepted by the Company on June 18, 2014). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including the proposal letter from Hercules Technology Growth Capital, Inc. dated April 25, 2013). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Warrantholder's proposal letter dated February 16, 2005. None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes and the agreements and documents referenced herein contain the entire agreement and understanding of the parties hereto in with respect of to the subject matter hereof, covered herein and supersedes and replaces in their entirety any supersede all prior proposals, term sheets, lettersagreements, negotiations or other documents or agreementsand understandings, whether written or oral, with respect to the such subject matter hereofmatter. None of the terms No provision of this Agreement may shall be waived or amended except other than by an instrument executed in writing signed by each of Dxxxxx and the parties heretoCollateral Agent.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including the Warrantholder’s proposal letter dated September 13, 2018). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including the Warrantholder’s proposal letter dated September 13, 2018 and the Original Tranche 1 Warrant). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Warrantholder’s proposal letter dated July 23, 2014). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Warrantholder’s proposal letter dated March 6, 2015). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof . None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Lender’s proposal letter dated August 6, 2014). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of among the parties hereto in respect of the subject matter hereof, hereof and supersedes and replaces in their entirety any prior proposalsunderstandings, term sheets, letters, negotiations or other documents or agreements, whether or representations by or among the parties, written or oral, with respect that may have related in any way to the subject matter hereof. None of the terms of this This Agreement may not be amended amended, supplemented or modified in whole or in part except by an instrument executed in writing signed by each the party or parties against whom enforcement of the parties heretoany such amendment, supplement or modification is sought.

Entire Agreement; Amendments. This Agreement constitutes sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, Parties with respect to the subject matter hereofmatters set forth herein and supersedes any and all prior written or oral discussions, negotiations, proposals, agreements, arrangements and understandings among the Parties relating thereto. None of the terms The provisions of this Agreement may not be modified, changed, amended or rescinded in any manner except by a written instrument signed by an instrument executed by each authorized representative of all of the parties Parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Warrantholder’s proposal letter February 28, 2007). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the ---------------------------- entire agreement and understanding of among the parties hereto in with respect of to the subject matter hereof, and supersedes any and replaces in their entirety any all prior proposalsagreements and undertakings, term sheetsoral or written, letters, negotiations or other documents or agreements, whether written or oral, with respect to concerning the subject matter hereof. None of the terms of this This Agreement may not be amended except changed or terminated orally, and may only be changed or terminated by an instrument executed a writing signed by each of the parties heretoparty against whom such change or termination is sought.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Lender’s proposal letter dated February 16, 2005. None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes sets forth the entire agreement and ---------------------------- understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any all prior proposals, term sheets, letters, negotiations agreements or other documents or agreementsunderstandings, whether written or oral, with respect to the subject matter hereof. None of the terms of this Agreement may No terms, conditions, or warranties, other than those contained herein, and no amendments or modifications hereto, shall be amended except valid unless made in writing and signed by an instrument executed by each of the all parties hereto.

Entire Agreement; Amendments. This Agreement constitutes and the documents ---------------------------- referenced herein contain the entire agreement and understanding of the parties hereto in with respect of to the subject matter hereof, matters covered herein and supersedes and replaces in their entirety any supercede all prior proposals, term sheets, lettersagreements, negotiations or other documents or agreementsand understandings, whether written or oral, with respect to the such subject matter hereofmatter. None of the terms No provision of this Agreement may shall be waived or amended except other than by an instrument executed in writing signed by each of the parties heretoDebtor and Secured Party.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereofparties, and supersedes all prior agreements and replaces in their entirety any prior proposalsundertakings, term sheetsboth written and oral, letters, negotiations or other documents or agreements, whether written or oralbetween the parties, with respect to the subject matter hereof. None of the terms of this This Agreement may not be amended or modified except by in an instrument executed by each of in writing signed by, or on behalf of, the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Lender’s proposal letter dated June 11, 2008). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement (including any documents or instruments referred to herein) constitutes the entire agreement and understanding of regarding the Shares among the parties hereto in respect of the subject matter hereofand supersedes all prior agreements, and supersedes understandings, both written and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, among the parties with respect to the subject matter hereof. None of the terms of this This Agreement may not be amended except by an a written instrument executed by each signed on behalf of all of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including the Engagement Letter). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of among the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposalsunderstandings, term sheets, letters, negotiations or other documents or agreements, whether or representations by or among the parties, written or oral, with respect that may have related in any way to the subject matter hereof. None of the terms of this This Agreement may not be amended amended, supplemented or modified in whole or in part except by an instrument executed by each all of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their its entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Lender’s proposal letter dated November 6, 2014). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes sets forth the entire agreement and understanding of between the parties hereto in respect of the subject matter hereof, and supersedes all previous agreements, promises, representations, understandings and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreementsnegotiations, whether written or oral, between the parties with respect to the subject matter hereof. None of the terms of this Agreement may shall be amended or modified except in writing signed by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes constitute[S?] the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, communications, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

Entire Agreement; Amendments. This Agreement constitutes is the entire agreement understanding between the parties and supersedes any prior contracts, agreements or understanding (oral or written) of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of the terms No term of this Agreement may be amended except by an instrument executed by each upon written agreement of the parties heretoboth parties, unless otherwise provided in this Agreement.

Entire Agreement; Amendments. This Agreement constitutes and the documents referenced herein contain the entire agreement and understanding of the parties hereto in with respect of to the subject matter hereof, covered herein and supersedes and replaces in their entirety any supersede all prior proposals, term sheets, lettersagreements, negotiations or other documents or agreementsand understandings, whether written or oral, with respect to the such subject matter hereofmatter. None of the terms No provision of this Agreement may shall be waived or amended except other than by an instrument executed in writing signed by each of Obligors and the parties heretoSecured Party.

Entire Agreement; Amendments. This Agreement constitutes and documents incorporated by reference herein constitute the entire agreement and understanding of between the parties hereto in respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, Parties with respect to the subject matter hereofhereof and supersedes and merges all prior or contemporaneous understanding, negotiations, discussions, communications and agreements (whether written or oral) between the Parties. None of the terms of this This Agreement may not be amended except amended, supplemented or modified unless such amendment, supplement or modification is in writing and signed by an instrument executed by each of the parties heretoboth Parties.

Entire Agreement; Amendments. This Agreement constitutes constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersedes supersede and replaces replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereofhereof (including Warrantholder’s proposal letter dated August 2, 2011). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.