Common use of Entire Agreement; Assignment; Amendment Clause in Contracts

Entire Agreement; Assignment; Amendment. This Agreement, together with all exhibits and schedules hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement and the other Transaction Documents, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) shall not be assigned by any Party (whether by operation of Law or otherwise), other than for collateral purposes (provided, that no such assignment shall relieve Parent or Merger Sub of their obligations hereunder) or with respect to the replacement of the Equityholder Representative, without the prior written consent of the Company, the Equityholder Representative and Parent. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 shall be void. This Agreement may be amended or modified only by a written agreement executed and delivered by the Company, the Equityholder Representative and Parent. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any amendment by any Party or Parties effected in a manner which does not comply with this Section 9.1 shall be void. Notwithstanding the foregoing, no amendment or waiver to the definition of “Equity Financing Source,” or to this Section 9.1 or Section 4.14, Section 5.12, Section 7.2(d), Section 9.3, Section 9.7, Section 9.8, Section 9.12, Section 9.13 or Section 9.15 (or to any other provision or definition of this Agreement to the extent that such amendment or waiver would modify the substance of any such foregoing definition or Section or any defined term used therein) that is adverse to any Debt Financing Source or Equity Financing Source shall be effective as to such Debt Financing Source or Equity Financing Source, as applicable, without the written consent of such Debt Financing Source or Equity Financing Source, as applicable. DOC ID - 32901658.22 88

Entire Agreement; Assignment; Amendment. (a) This Agreement, together with all exhibits the Restrictive Covenants Agreement, constitutes the final and schedules hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement and the other Transaction Documents, (a) constitute the entire agreement among of the Parties parties with respect to the subject matter hereof matters covered hereby and replaces and supersedes all other prior agreements and understandingsagreements, both written and oraldiscussions, among the Parties with respect negotiations, representations or understandings (whether written, oral or implied) relating to the subject matter hereof and Executive’s employment by the Company, including without limitation the Prior Agreement. (b) shall The rights and obligations of the Executive hereunder are personal and may not be assigned by any Party (whether by operation of Law or otherwise)assigned. The Company may assign this Agreement, other than for collateral purposes (provided, that no such assignment shall relieve Parent or Merger Sub of their and its rights and obligations hereunder) , to any entity to which the Company transfers substantially all of its assets (or with respect to the replacement an affiliate thereof). Notwithstanding any other provision of the Equityholder Representativethis Agreement, without the prior written consent of the Company, the Equityholder Representative and Parent. Any attempted any such assignment of this Agreement by the Company will not in accordance entitle the Executive to severance benefits under Sections 12(a), 12(b) or otherwise, whether or not the Executive accepts employment with the terms assignee. No provision of this Section 9.1 shall be void. This Agreement may be amended or modified only by a written agreement executed unless such amendment or modification is agreed to in writing and delivered signed by the Executive and duly authorized representative of the Company, ’s Board of Directors. No waiver by either of the Equityholder Representative and Parent. This Agreement may not be modified parties of any breach by the other party hereto of any condition or amended except as provided in the immediately preceding sentence and any amendment by any Party or Parties effected in a manner which does not comply with this Section 9.1 shall be void. Notwithstanding the foregoing, no amendment or waiver to the definition of “Equity Financing Source,” or to this Section 9.1 or Section 4.14, Section 5.12, Section 7.2(d), Section 9.3, Section 9.7, Section 9.8, Section 9.12, Section 9.13 or Section 9.15 (or to any other provision or definition of this Agreement to be performed by the extent that such amendment or other party hereto shall be deemed a waiver would modify the substance of any such foregoing definition similar or Section dissimilar provision or condition at the same or any defined term used thereinprior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. (c) that is adverse Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any Debt Financing Source or Equity Financing Source portion of this Agreement shall be effective held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such Debt Financing Source modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or Equity Financing Sourceall of the offending provision, adding additional language to this Agreement, or by making such other modifications as applicableit deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, without should one or more of the written consent provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such Debt Financing Source invalidity, illegality, or Equity Financing Sourceunenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as applicable. DOC ID - 32901658.22 88provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

Entire Agreement; Assignment; Amendment. This Agreement, together with all exhibits Exhibits and schedules Schedules hereto, the Transaction Documents, and all agreements contemplated hereby and thereby as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement and the other Transaction DocumentsAgreement, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes supersede all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) shall not be assigned assigned, in whole or in part, by any Party (whether by operation of Law law or otherwise), other than for collateral purposes () without the prior written consent of Buyer and Seller; provided, that no such assignment shall relieve Parent or Merger Sub of their obligations hereunder) or with respect to the replacement of the Equityholder RepresentativeBuyer may assign its rights under this Agreement, without the prior written consent of Seller, in whole or in part, (i) to any Affiliate of Buyer, or (ii) any subsequent purchaser of Buyer (whether by merger, consolidation, sale of stock or other equity interest or otherwise) or substantially all of the Companyassets of Buyer, provided, further, that, for the Equityholder Representative and Parentavoidance of doubt, such assignment will not relieve Buyer of any of its obligations under this Agreement or any Transaction Documents. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 10.1 shall be void. This Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of the Company, the Equityholder Representative and ParentParties. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any amendment by any Party or Parties effected in a manner which does not comply with this Section 9.1 10.1 shall be void. Notwithstanding the foregoing, no amendment or waiver to the definition of “Equity Financing Source,” or to this Section 9.1 or Section 4.14, Section 5.12, Section 7.2(d), Section 9.3, Section 9.7, Section 9.8, Section 9.12, Section 9.13 or Section 9.15 (or to any other provision or definition of this Agreement to the extent that such amendment or waiver would modify the substance of any such foregoing definition or Section or any defined term used therein) that is adverse to any Debt Financing Source or Equity Financing Source shall be effective as to such Debt Financing Source or Equity Financing Source, as applicable, without the written consent of such Debt Financing Source or Equity Financing Source, as applicable. DOC ID - 32901658.22 88.

Entire Agreement; Assignment; Amendment. 13.1 This Agreement, together with all exhibits and schedules hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement and the other Transaction Documents, (a) agreements referenced herein constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersedes supersede all other prior agreements and understandingsundertakings, both written and oral, among the Parties parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by any Party (whether pursuant to a merger, by operation of Law law or otherwise), other than for collateral purposes (provided, that no such assignment shall relieve Parent or Merger Sub of their obligations hereunder) or with respect to the replacement of the Equityholder Representative, by any party without the prior express written consent of the Company, the Equityholder Representative and Parent. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 shall be voidother parties hereto. This Agreement may be amended in writing by all parties hereto by an instrument in writing signed by each of the parties hereto. 13.2 At any time prior to the Closing, (i) the Sponsor, on behalf of SPAC Holders may (a) extend the time for the performance of any obligation or modified only by a written agreement executed other act of the Seller or the Company, (b) waive any inaccuracy in the representations and warranties of the Seller or the Company contained herein or in any document delivered by the CompanySeller or the Company pursuant hereto and (c) waive compliance with any agreement of the Seller or the Company or any condition to its own obligations contained herein and (ii) the Seller and the Company acting together may (a) extend the time for the performance of any obligation or other act of any SPAC Holder, the Equityholder Representative and Parent. This Agreement may not be modified or amended except as provided (b) waive any inaccuracy in the immediately preceding sentence representations and warranties of any amendment SPAC Holder contained herein or in any document delivered by any Party SPAC Holder pursuant hereto and (c) waive compliance with any agreement of any SPAC Holder or Parties effected in a manner which does not comply with this Section 9.1 any condition to the obligations of SPAC Holders contained herein. Any such extension or waiver shall be void. Notwithstanding valid if set forth in an instrument in writing signed by the foregoing, no amendment party or waiver parties to the definition of “Equity Financing Source,” or to this Section 9.1 or Section 4.14, Section 5.12, Section 7.2(d), Section 9.3, Section 9.7, Section 9.8, Section 9.12, Section 9.13 or Section 9.15 (or to any other provision or definition of this Agreement to the extent that such amendment or waiver would modify the substance of any such foregoing definition or Section or any defined term used therein) that is adverse to any Debt Financing Source or Equity Financing Source shall be effective as to such Debt Financing Source or Equity Financing Source, as applicable, without the written consent of such Debt Financing Source or Equity Financing Source, as applicable. DOC ID - 32901658.22 88bound thereby.

Entire Agreement; Assignment; Amendment. 15.1 This Agreement, together with all exhibits and schedules hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement and the other Transaction Documents, (a) agreements referenced herein constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersedes supersede all other prior agreements and understandingsundertakings, both written and oral, among the Parties parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by any Party (whether pursuant to a merger, by operation of Law law or otherwise), other than for collateral purposes (provided, that no such assignment shall relieve Parent or Merger Sub of their obligations hereunder) or with respect to the replacement of the Equityholder Representative, by any party without the prior express written consent of the Company, the Equityholder Representative and Parent. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 shall be voidother parties hereto. This Agreement may be amended in writing by all parties hereto by an instrument in writing signed by each of the parties hereto. 15.2 At any time prior to the Closing, (i) the Sponsor, on behalf of SPAC Holders may (a) extend the time for the performance of any obligation or modified only by a written agreement executed other act of the Seller or Company, (b) waive any inaccuracy in the representations and warranties of the Seller or Company contained herein or in any document delivered by the CompanySeller or Company pursuant hereto and (c) waive compliance with any agreement of the Seller or Company or any condition to its own obligations contained herein and (ii) the Seller and Company acting together may (a) extend the time for the performance of any obligation or other act of any SPAC Holder, (b) waive any inaccuracy in the Equityholder Representative representations and Parentwarranties of any SPAC Holder contained herein or in any document delivered by any SPAC Holder pursuant hereto and (c) waive compliance with any agreement of any SPAC Holder or any condition to the obligations of SPAC Holders contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby. 16 Parties in Interest This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any amendment by any Party or Parties effected in a manner which does not comply with this Section 9.1 shall be void. Notwithstanding the foregoing, no amendment or waiver binding upon and inure solely to the definition benefit of “Equity Financing Source,” each party hereto, and nothing in this Agreement, express or implied, is intended to this Section 9.1 or Section 4.14, Section 5.12, Section 7.2(d), Section 9.3, Section 9.7, Section 9.8, Section 9.12, Section 9.13 or Section 9.15 (or to shall confer upon any other provision person any right, benefit or definition remedy of any nature whatsoever under or by reason of this Agreement to the extent that such amendment or waiver would modify the substance of any such foregoing definition or Section or any defined term used therein) that is adverse to any Debt Financing Source or Equity Financing Source shall be effective as to such Debt Financing Source or Equity Financing Source, as applicable, without the written consent of such Debt Financing Source or Equity Financing Source, as applicable. DOC ID - 32901658.22 88Agreement.

Entire Agreement; Assignment; Amendment. This Agreement, together with all exhibits Exhibits and schedules Schedules hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement and the other Transaction Documents, (a) constitute constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) shall not be assigned by any Party (whether by operation of Law law or otherwise), other than for collateral purposes (provided, that no such assignment shall relieve Parent or Merger Sub of their obligations hereunder) or with respect to the replacement of the Equityholder Representative, without the prior written consent of Parent and Seller; provided, that without the Companyprior written consent of Seller, each of Parent, Buyer and Merger Sub may (i) assign any of its rights or interests in this Agreement to one or more of its Affiliates, and (ii) may collaterally assign its rights under this Agreement to any financial institution or other secured lender; provided, further, that no assignment shall limit the Equityholder Representative and Parentassignor’s obligations hereunder. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 10.2 shall be void. This Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of Parent (on behalf of itself, Buyer and Merger Sub and, following the Closing, on behalf of the Company) and Seller (on behalf of itself and, prior to the Closing, the Equityholder Representative and ParentCompany). This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any amendment by any Party or Parties effected in a manner which does not comply with this Section 9.1 10.2 shall be void. Notwithstanding the foregoing, no amendment or waiver to the definition of “Equity Financing Source,” or to this Section 9.1 or Section 4.14, Section 5.12, Section 7.2(d), Section 9.3, Section 9.7, Section 9.8, Section 9.12, Section 9.13 or Section 9.15 (or to any other provision or definition of this Agreement to the extent that such amendment or waiver would modify the substance of any such foregoing definition or Section or any defined term used therein) that is adverse to any Debt Financing Source or Equity Financing Source shall be effective as to such Debt Financing Source or Equity Financing Source, as applicable, without the written consent of such Debt Financing Source or Equity Financing Source, as applicable. DOC ID - 32901658.22 88.

Entire Agreement; Assignment; Amendment. This Agreement, together with the Transaction Documents, Confidentiality Agreement, all exhibits Exhibits and schedules heretoSchedules hereto and thereto, and any certificate delivered hereunder or thereunder as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement and the other Transaction Documentshereof [***], (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) shall not be assigned by any Party (whether by operation of Law law or otherwise), other than for collateral purposes (provided, that no such assignment shall relieve Parent or Merger Sub of their obligations hereunder) or with respect to the replacement of the Equityholder Representative, without the prior written consent of the Company, the Equityholder Representative Buyer and Parent. Any Seller and any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 10.1 shall be void; provided, that (a) Buyer may assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as Buyer is not relieved of any liability or obligations hereunder and (b) Buyer may assign this Agreement and any or all of its rights and interest hereunder to any purchaser of all or substantially all its assets or equity interests or designate such purchaser to perform its obligations hereunder. This Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of Buyer and Seller (on behalf of itself and the Company, the Equityholder Representative and Parent). This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any amendment by any Party or Parties effected in a manner which does not comply with this Section 9.1 10.1 shall be void. Notwithstanding the foregoing, no amendment or waiver to the definition of “Equity Financing Source,” or to this Section 9.1 or Section 4.14, Section 5.12, Section 7.2(d), Section 9.3, Section 9.7, Section 9.8, Section 9.12, Section 9.13 or Section 9.15 (or to any other provision or definition of this Agreement to the extent that such amendment or waiver would modify the substance of any such foregoing definition or Section or any defined term used therein) that is adverse to any Debt Financing Source or Equity Financing Source shall be effective as to such Debt Financing Source or Equity Financing Source, as applicable, without the written consent of such Debt Financing Source or Equity Financing Source, as applicable. DOC ID - 32901658.22 88.