Common use of Entire Agreement and Modification Clause in Contracts

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with against whom the amendmentenforcement of such amendment is sought.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties this Agreement with respect to its subject matter. This Agreement may not be amended amended, except in writing signed by a written agreement executed by the party to be charged with the amendmentboth parties.

Entire Agreement and Modification. This Agreement constitutes the entire Agreement between the Parties and supersedes all prior agreements between previous agreements, written or oral, pertaining to the parties with respect to its subject matter and constitutes (along with the documents referred to in of this Agreement) a complete . Any amendment to this Agreement must be in writing and exclusive statement of the terms of the agreement between the parties with respect signed by each Party to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentcome into full force and effect.

Entire Agreement and Modification. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements between and undertakings, whether oral or written, relative to the parties with respect to its subject matter hereof. To be effective any modification of this Agreement must be in writing and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed signed by the party to be charged with the amendmentthereby.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with Party against whom the amendmentenforcement of such amendment is sought.

Entire Agreement and Modification. This Amendment and the Agreement supersedes all prior agreements between contain the parties with respect to its subject matter entire understanding and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect hereto and supersede all prior or contemporaneous agreements relative to its the subject mattermatter of the Agreement. This Amendment and the Agreement may not be amended amended, modified, supplemented or changed, in any respect whatsoever, except by a written agreement duly executed by the party to be charged with the amendmentparties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party Party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between sets forth the entire understanding of the parties with respect to its the subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement hereof, supersedes all existing agreements between the parties with respect to its them concerning such subject matter. This Agreement , and may not be amended except modified only by a written agreement instrument duly executed by the party to be charged with the amendmentboth parties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and matter. This Agreement constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its the subject mattermatter of this Agreement. There are no written or oral representations or understandings that are not fully expressed in this Agreement. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendmentchange.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter matter, and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to its subject matter and constitutes (along with the documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended amended, supplemented or otherwise modified except by in a written agreement document executed by the party to be charged with against whose interest the amendmentmodification will operate.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with Investors and the amendmentParty against whom the enforcement of such amendment is sought.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party Party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with Party against whom the amendmentenforcement of such amendment is sought.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement this Agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentparties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Schedule, Exhibits and other documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed signed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between constitutes the parties with respect to its subject matter sole and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between the parties with respect to its subject matterhereto, supersedes all of their prior written and verbal agreements and shall be binding upon the parties and their successors, heirs and permitted assigns. This Agreement may not be amended or modified except by a upon the written agreement executed by the party to be charged with the amendmentof Buyer and Seller.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by the party Party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter matter, and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended amended, supplemented or otherwise modified except by a written agreement executed by the party to be charged with the amendmentparties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Schedules, Exhibits and other documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement Agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement Agreement executed by the party to be charged with the any such amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between by and among the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between by and among the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with against whom the amendmentenforcement of such amendment is sought.

Entire Agreement and Modification. This Agreement supersedes and all prior agreements between documents specifically referred to and executed in connection with this Agreement: (a) contain the entire and final agreement of the parties to this Agreement with respect to its the subject matter and constitutes (along with the documents referred to in of this Agreement, and (b) a complete supersede all negotiations, stipulations, understandings, agreements, representations and exclusive statement of the terms of the agreement between the parties warranties, if any, with respect to its such subject matter, which precede or accompany the execution of this Agreement. This Agreement may not be amended except modified only by a written agreement contract in writing executed by the party to be charged with this Agreement against whom enforcement of the amendmentmodification is sought.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between the Parties and any of their Related Parties) and constitutes (along with the schedules, exhibits and other documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendmentParties hereto.

Entire Agreement and Modification. This Agreement supersedes all prior communications, understandings and agreements between among the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between among the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by all the party to be charged with Parties. In the amendmentevent of any inconsistency between the statements in the body of this Agreement and the Merger Agreement, the statements in the Merger Agreement will control.

Entire Agreement and Modification. This Except for the terms of the Non-Disclosure Agreement, this Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentparties hereto.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except amended, supplemented, or otherwise modified by a written agreement executed by AnyLogic for any future releases of the party to be charged with the amendmentSoftware.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between embodies the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between the parties with respect to its subject matterthe transactions contemplated by this Agreement and supersedes all prior agreements, written or oral, express or implied and all negotiations, discussions or other matters between the parties and there have been and are no agreements, representations or warranties between the parties other than those set forth or provided for in this Agreement. This Agreement may not be amended except by a written agreement executed by between the party to be charged with the amendmentparties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party parties to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and Seller) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with Required Holders (as defined in the amendmentSubscription Agreement) and the Party against whom the enforcement of such amendment is sought.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties (except for confidentiality agreements or similar agreements executed with respect to the Contemplated Transactions) with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by each of the party to be charged with the amendmentParties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by all of the party parties to be charged with the amendmentthis Agreement.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by each of the party to be charged with the amendmentparties hereto.

Entire Agreement and Modification. This Agreement and the attachments to this Agreement and made a part of this Agreement sets forth the entire Agreement of the Parties with respect to the subject matter of this Agreement and supersedes and merges all prior agreements between the parties with respect and understandings, whether written or oral. No amendment, modification, or waiver of any provisions of this Agreement or consent to its subject matter and constitutes (along with the documents referred to any departure therefrom will be effective unless in this Agreement) a complete and exclusive statement writing signed by duly authorized officers or representatives of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentboth parties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this AgreementTransaction Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior oral or written agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this AgreementAgreement or required to effect the Contemplated Transactions) as a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its the subject matter hereof and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement entire agreement of the terms of the agreement between the parties Parties with respect to its subject matterthereto. This Agreement may not be amended except by a the written agreement executed by of the party to be charged with the amendmentParties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements constitutes the entire agreement between the parties with respect to its the subject matter of this agreement and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement supersedes all prior agreements between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed signed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements (including, after the Closing, the Confidentiality Agreement) between the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended or modified except by a written agreement duly executed by each of the party to be charged with the amendmentParties hereto.

Entire Agreement and Modification. This Agreement supersedes all prior agreements (including any letters of intent) between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreementother Transaction Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject mattermatter (without limitation of the foregoing, it is understood and agreed that this Agreement supersedes and replaces the term sheet dated on or about December 5, 2010 between the parties hereto); provided, however, that the Confidentiality Agreement shall remain in full force and effect. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentparties hereto.

Entire Agreement and Modification. This Agreement Agreement, together with all referenced and attached exhibits, contains the entire agreement between the parties hereto, supersedes all prior agreements agreements, arrangements, or understandings between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be modified or amended except by a written agreement executed duly signed by persons authorized to act on behalf of the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement (a) supersedes all prior or contemporaneous agreements or understandings, oral or written, between the parties Parties with respect to its the subject matter hereof and (b) constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its their subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentParties.

Entire Agreement and Modification. This Except for the Confidentiality Agreement, this Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this AgreementMerger Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement constitutes the entire Agreement between the Parties and supersedes all prior agreements between previous agreements, written or oral, pertaining to the parties with respect to its subject matter and constitutes (along with the documents referred to in of this Agreement) a complete . Any amendment to this Agreement must be in writing and exclusive statement of the terms of the agreement between the parties with respect signed by each Party to its subject mattercome into full force and effect. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.24-Eng-100344/ Project No. 20128x

Entire Agreement and Modification. This Agreement constitutes the entire Agreement between the Parties and supersedes all prior agreements between previous agreements, written or oral, pertaining to the parties with respect to its subject matter and constitutes (along with the documents referred to in of this Agreement) a complete . Any amendment to this Agreement must be in writing and exclusive statement of the terms of the agreement between the parties with respect signed by each Party to its subject mattercome into full force and effect. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.IT IS ACKNOWLEDEDGED BY ENGINEER THAT NO OFFICER, AGENT, EMPLOYEE, OR REPRESENTATIVE OF COUNTY HAS ANY AUTHORITY TO CHANGE THE TERMS OF THIS

Entire Agreement and Modification. a. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes all prior agreements between the parties and representations with respect to its the subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matterhereof. This Agreement may not only be amended except modified by a written agreement amendment hereto, executed by both parties, however, matters concerning the party to scope of services which do not affect the agreed price may be charged with modified by mutual written consent of the amendmentGrantee and the Executive Director. If there are exhibits attached hereto, and a conflict exists between the terms of this Agreement and any exhibit, the terms of this Agreement shall control.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between among the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between among the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentBuyer, Seller and Escrow Agent.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to executed in connection with this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties parties, and any prior understandings or representations, with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties Parties with respect to its the subject matter hereof and constitutes (along together with the documents referred to in this AgreementSPA (as amended) constitutes a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its the subject mattermatter hereof. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by Evolus and the party to be charged with Contributors’ Representative, on behalf of the amendmentContributors.

Entire Agreement and Modification. This Agreement Agreement: (i) supersedes all prior agreements between the parties with respect to its their subject matter and (ii) together with all Schedules, Exhibits, and any other documents incorporated herein by reference, constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentparties hereto.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its the subject matter of this Agreement and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties this Agreement with respect to its subject matter. This Agreement may not be amended amended, except in writing signed by a written agreement executed by the party to be charged with the amendmentboth Parties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the party to be charged with Company and the amendmentSellers’ Representatives.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter matter, and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between among the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentParties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent) and constitutes (along with the documents Transaction Documents, including the Unification Agreement, referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by each of the party to be charged with the amendmentparties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter matter, and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment. The headings of the Articles in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement Agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement Agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement Agreement, together with the Non-Disclosure Agreement, supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentparties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party parties to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior oral and written communications, information, disclosures, bid documents, and agreements between the parties with respect to its subject matter (including memoranda, draft term sheets, letters of intent, and other correspondence relating thereto) and constitutes (along with the documents referred to in this AgreementTransaction Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between among the parties Parties with respect to its subject matter and constitutes (along with the documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended amended, supplemented or otherwise modified except by a written agreement executed by the party Party to be charged with the amendment.

Entire Agreement and Modification. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements between and undertakings, whether oral or written, relative to the parties with respect to its subject matter hereof. To be effective, any modification of this Agreement must be in writing and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed signed by the party to be charged with the amendmentthereby.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties Parties with respect to its subject matter (including any letter of intent, term sheet or the like between Buyer and Seller) and constitutes (along with the Schedules, Exhibits and other documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentamendment expressly referencing this Agreement and the intent to so amend this Agreement.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with Execution Copy 16 respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party Party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentboth parties.

Entire Agreement and Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended or waived except by a written agreement executed signed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement inclusive of all Agreements herein referenced supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by all of the party to be charged with the amendmentparties hereto.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between among the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Nautilus, the party to be charged with Selling Parties, the amendmentRepresentative and the Escrow Agent.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between constitutes the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between the parties with respect to its Parties and supersedes all other prior agreements or understandings between the Parties regarding the subject mattermatter hereof. This No amendment or modification of this Agreement may not shall be amended except by a written agreement executed valid unless in writing and signed by the party to be charged with the amendmentParties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its the subject matter. This Agreement may not be amended except by a written agreement executed by matter contained herein and therein and supersede all prior agreements between the party to be charged with the amendmentparties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between among the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by each of the party to be charged with Parties and the amendmentEscrow Agent.

Entire Agreement and Modification. This Agreement Agreement, together with the Confidentiality Agreement, supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and, including the Disclosure Schedules, Exhibits and constitutes (along with the other documents referred to in this Agreement) a , constitutes the complete and exclusive statement of the terms of the agreement between the parties Agreement with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between among the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between among the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with Party against whom the amendmentenforcement of such amendment is sought.

Entire Agreement and Modification. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. This Agreement, including the Preamble, Recitals and any Attachments and amendments hereto, constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements between the parties or understandings with respect to its the subject matter and constitutes (along with the documents referred to in matters of this Agreement) a complete . Any modifications to the provisions herein must be in writing and exclusive statement signed by the legally authorized representatives of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentParties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter and constitutes (along with the Exhibits and other documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendmentparties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between among the parties Parties with respect to its subject matter and constitutes (along with the documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between among the parties Parties with respect to its subject matter. This Agreement may not be amended amended, supplemented or otherwise modified except by in a written agreement document executed by the party to be charged with against whose interest the amendmentmodification will operate.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the Transaction Documents and other documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter, with the exception of that certain Confidentiality Agreement between Purchaser and Seller dated October 24, 2011, which shall remain in full force and effect in accordance with its terms until the Effective Time. This Agreement may not be amended except by a written agreement executed by each of the party to be charged with the amendmentParties.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between the Buyer and the Seller) and constitutes (along with the Schedules, Exhibits and other documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by the party Party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between among the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with Company, the amendmentHolder and Escrow Agent.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between constitutes the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between the parties with respect to its the subject mattermatter of this Agreement and supersedes any prior agreement between or among the parties with respect to the subject matter hereof. This Agreement may shall not be modified or amended except in any manner other than by a the written agreement executed by of all of the party to be charged with the amendmentparties hereto.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between agreements, whether written or oral, among the parties with respect to its subject matter (including any letter of intent) and constitutes (along with the Disclosure Schedule, exhibits and other documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between among the parties with respect to its subject matter. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between among the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with Company and the amendmentInvestor.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this AgreementDisclosure Schedules) a complete and exclusive statement of the terms of the agreement between among the parties with respect to its subject matter. This Agreement may cannot be amended except by a written agreement executed by the party to be Party charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter matter, and this Agreement and the Escrow Agreement entered into in connection with this Agreement constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter matter, including but not limited to the letter of intent between the parties dated July 1, 1999, as amended, and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. 18.1 This Agreement supersedes all any prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement Agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed signed by the party to be charged with the amendmentall parties.

Entire Agreement and Modification. This Agreement supersedes all --------------------------------- prior agreements between the parties Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. As used herein, the "Agreement" shall be defined to include all Exhibits, Schedules and Disclosure Schedules attached hereto. This Agreement may not be amended except by a written agreement executed by the party Party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent) and constitutes (along with the Disclosure Schedules, Exhibits and other documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.