Common use of Entire Agreement; Relationship to Term Sheet, etc.; Amendment Clause in Contracts

Entire Agreement; Relationship to Term Sheet, etc.; Amendment. This Agreement constitutes the full and entire understanding and agreement of the parties with regard to the subjects hereof; provided, however, that the provisions of that certain Binding Term Sheet and Share Purchase Agreement dated July 5, 2016, by and between NXGH and DKM (the “Term Sheet”), shall remain in effect but only to the extent that any specific provision does not conflict with any provision hereof, any provision of the Stock Purchase Agreement entered into by and between NXGH and DKM parallel with this Agreement, or any provision of the Carve-Out Agreement and Management Plan attached as an exhibit to said Stock Purchase Agreement, in which case the conflicting provision of the Term Sheet shall be deemed to have been amended, removed, and superseded by the conflicting provision of the later agreement or agreement exhibit. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of both NXGH and DKM.

Entire Agreement; Relationship to Term Sheet, etc.; Amendment. This Agreement constitutes the full and entire understanding and agreement of the parties with regard to the subjects hereof; provided, however, that the provisions of that certain Binding Term Sheet and Share Purchase Agreement dated July 5, 2016, by and between NXGH Seller and DKM Purchaser (the “"Term Sheet”"), shall remain in effect but only to the extent that any specific provision does not conflict with any provision hereof, any provision of the Stock Debt Purchase and Assignment Agreement entered into by and between NXGH Seller and DKM Purchaser parallel with this Agreement, or any provision of the Carve-Out Agreement and Management Plan attached hereto as an exhibit to said Stock Purchase AgreementExhibit B, in which case the conflicting provision of the Term Sheet shall be deemed to have been amended, removed, and superseded by the conflicting provision of the later agreement or agreement exhibit. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of both NXGH Seller and DKMPurchaser.

Entire Agreement; Relationship to Term Sheet, etc.; Amendment. This Agreement constitutes the full and entire understanding and agreement of the parties with regard to the subjects hereof; provided, however, that the provisions of that certain Binding Term Sheet and Share Purchase Agreement dated July 5, 2016, by and between NXGH Seller and DKM Purchaser (the “Term Sheet”), shall remain in effect but only to the extent that any specific provision does not conflict with any provision hereof, any provision of the Stock Debt Purchase and Assignment Agreement entered into by and between NXGH Seller and DKM Purchaser parallel with this Agreement, or any provision of the Carve-Out Agreement and Management Plan attached hereto as an exhibit to said Stock Purchase AgreementExhibit B, in which case the conflicting provision of the Term Sheet shall be deemed to have been amended, removed, and superseded by the conflicting provision of the later agreement or agreement exhibit. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of both NXGH Seller and DKMPurchaser.