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. 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 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. 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.