Common use of Entire Agreement; No Third-Party Beneficiaries; Severability Clause in Contracts

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement and the other documents and instruments referred to herein and therein, between Grantee and Issuer constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than any transferees of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h)) any rights, remedies, obligations or liabilities hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected impaired or invalidated. If for any reason such court or Governmental Entity determines that the Option does not permit Grantee to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 (as may be adjusted herein), it is the express intention of Issuer to allow Grantee to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement Plan and the other documents and instruments referred to herein and therein, between Grantee and Issuer (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement , and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than the indemnified parties under Section 9(e) and any transferees transferee of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h12(h)) any rights, remedies, obligations rights or liabilities remedies hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity a federal or state regulatory agency to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected affected, impaired or invalidated. If for any reason such court or Governmental Entity regulatory agency determines that the Option does not permit Grantee Holder to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 Sections 3 and 8 (as may be adjusted hereinpursuant to Section 7), it is the express intention of Issuer to allow Grantee Holder to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement and the other documents and instruments referred to herein and therein, between Grantee and Issuer (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement hereof and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than the indemnified parties under Section 10(e) of this Agreement and any transferees of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h)) of this Agreement) any rights, remedies, obligations rights or liabilities remedies hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity Regulatory Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected affected, impaired or invalidated. If for any reason such court or Governmental Entity Regulatory Authority determines that the Option does not permit Grantee Holder to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 3 of this Agreement (as may be adjusted herein), it is the express intention of Issuer to allow Grantee Holder to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Affiliation Agreement and the other documents and instruments referred to herein and therein, between Grantee and Issuer (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement , and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than the indemnified parties under Section 9(e) and any transferees transferee of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h12(h)) any rights, remedies, obligations rights or liabilities remedies hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity a federal or state regulatory agency to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected affected, impaired or invalidated. If for any reason such court or Governmental Entity regulatory agency determines that the Option does not permit Grantee Holder to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 Sections 3 and 8 (as may be adjusted hereinpursuant to Section 7), it is the express intention of Issuer to allow Grantee Holder to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Acquisition Agreement and the other documents and instruments referred to herein and therein, between Grantee Optionee and Issuer (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement , and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than the indemnified parties under Section 9(e) and any transferees of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h13(h)) any rights, remedies, obligations rights or liabilities remedies hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity Regulatory Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected affected, impaired or invalidated. If for any reason such court or Governmental Entity Regulatory Authority determines that the Option does not permit Grantee Holder to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 3 (as may be adjusted herein), it is the express intention of Issuer to allow Grantee Holder to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement Plan and the other documents and instruments referred to herein and therein, between Grantee and Issuer (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement hereof and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than the indemnified parties under Section 9(e) and any transferees of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h12(h)) any rights, remedies, obligations rights or liabilities remedies hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected affected, impaired or invalidated. If for any reason such court or Governmental Entity determines that the Option does not permit Grantee Holder to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 (as may be adjusted herein), it is the express intention of Issuer to allow Grantee Holder to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement and the other documents and instruments referred to herein and therein, between Grantee and Issuer constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than any transferees of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h13(h)) any rights, remedies, obligations or liabilities hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected impaired or invalidated. If for any reason such court or Governmental Entity determines that the Option does not permit Grantee to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 (as may be adjusted herein), it is the express intention of Issuer to allow Grantee to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement and the other documents and instruments referred to herein and therein, between Grantee and Issuer (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement , and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than the indemnified parties under Section 9(e) and any transferees transferee of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h12(h)) any rights, remedies, obligations rights or liabilities remedies hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity a federal or state regulatory agency to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected affected, impaired or invalidated. If for any reason such court or Governmental Entity regulatory agency determines that the Option does not permit Grantee Holder to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 Sections 3 and 8 (as may be adjusted hereinpursuant to Section 7), it is the express intention of Issuer to allow Grantee Holder to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement Plan and the other documents and instruments referred to herein and therein, between Grantee and Issuer (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement , and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than the indemnified parties under Section 9(e) and any transferees transferee of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h13(h)) any rights, remedies, obligations rights or liabilities remedies hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity a federal or state regulatory agency to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected affected, impaired or invalidated. If for any reason such court or Governmental Entity regulatory agency determines that the Option does not permit Grantee Holder to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 Sections 3 and 8 (as may be adjusted hereinpursuant to Section 7), it is the express intention of Issuer to allow Grantee Holder to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement and the other documents and instruments referred to herein and therein, between Grantee MCI WorldCom and Issuer CAI (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement , and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than the indemnified parties under Section 8(e) and any transferees of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h11(h)) any rights, remedies, obligations rights or liabilities remedies hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected affected, impaired or invalidated. If for any reason such court or Governmental Entity Authority determines that the Option does not permit Grantee Holder to acquire, or does not require Issuer to repurchase, acquire the full number of shares of Issuer CAI Common Stock as provided in Section 2 3 (as may be adjusted herein), it is the express intention of Issuer CAI to allow Grantee Holder to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement and the other documents and instruments referred to herein and therein, between Grantee and Issuer (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement hereof and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than the indemnified parties under Section 10(e) of this Agreement and any transferees of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h)) of this Agreement) any rights, remedies, obligations rights or liabilities remedies hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected affected, impaired or invalidated. If for any reason such court or Governmental Entity determines that the Option does not permit Grantee Holder to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 3 of this Agreement (as may be adjusted herein), it is the express intention of Issuer to allow Grantee Holder to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement Plan and the other documents and instruments referred to herein and therein, between Grantee and Issuer (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject sub- ject matter hereof. This Agreement , and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than the indemni- fied parties under Section 9(e) and any transferees transferee of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h12(h)) any rights, remedies, obligations rights or liabilities remedies hereunder. If any term, provision, covenant or restriction of this Agreement Agree- ment is held by a court of competent jurisdiction or Governmental Entity a federal or state regulatory agency to be invalid, void or unenforceableunenforce- able, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected affected, impaired or invalidatedinvali- dated. If for any reason such court or Governmental Entity regulatory agency determines that the Option does not permit Grantee Holder to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 Sections 3 and 8 (as may be adjusted hereinpursuant to Section 7), it is the express intention inten- tion of Issuer to allow Grantee Holder to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible permis- sible without any amendment or modification hereof.

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement Plan and the other documents and instruments referred to herein and therein, between Grantee and Issuer (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement , and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than the indemnified parties under Section 9(e) and any transferees transferee of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h12(h)) any rights, remedies, obligations rights or liabilities remedies hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity a federal or state regulatory agency to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected affected, impaired or invalidated. If for any reason such court or Governmental Entity regulatory agency determines that the Option does not permit Grantee Holder to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 Sections 3 and 8 (as may be adjusted hereinpursuant to Section 7), it is the express intention of Issuer to allow Grantee to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.intention

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement and the other documents and instruments referred to herein and therein, between Grantee and Issuer (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement , and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than the indemnified parties under Section 9(e) and any transferees of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h13(h)) any rights, remedies, obligations rights or liabilities remedies hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity Regulatory Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected affected, impaired or invalidated. If for any reason such court or Governmental Entity Regulatory Authority determines that the Option does not permit Grantee Holder to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 3 (as may be adjusted herein), it is the express intention of Issuer to allow Grantee Holder to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.

Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement Plan and the other documents and instruments referred to herein and therein, between Grantee and Issuer (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement , and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than the indemnified parties under Section 9(e) and any transferees transferee of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h12(h)) any rights, remedies, obligations rights or liabilities remedies hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity a federal or state regulatory agency to be invalid, void or unenforceableunen- forceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected affected, impaired or invalidated. If for any reason such court or Governmental Entity regulatory agency determines that the Option does not permit Grantee Holder to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 Sections 3 and 8 (as may be adjusted hereinpursuant to Section 7), it is the express intention of Issuer to allow Grantee Holder to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.