Common use of Entire Agreement; Severability Clause in Contracts

Entire Agreement; Severability. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Entire Agreement; Severability. This Agreement sets forth is the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and or contemporaneous agreementswritten or oral negotiations, negotiations correspondence, agreements and understandings between the parties, both oral and written relating to regarding the subject matter hereof. If The invalidity or unenforceability of any provision contained hereof shall in this Agreement is determined to be invalid, illegal no way affect the validity or unenforceable in any respect, the validity, legality and enforceability of the remaining any and all other provisions contained herein shall not in any way be affected or impaired therebyhereof.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all oral statements and prior and contemporaneous agreementswritings with respect hereto. In the event that any one or more of the provisions contained herein, negotiations and understandings between or the partiesapplication thereof in any circumstance, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be held invalid, illegal or unenforceable in any respectunenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Entire Agreement; Severability. This Agreement sets forth the entire understanding and agreement between you and understanding of the parties relating us, whether written or oral, with respect to the its subject matter hereof and supersedes all any prior and or contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating or agreements with respect to the their subject matter hereofmatter. If any provision contained of the terms of this Agreement are invalid, or declared invalid by order of court, change in applicable law, or regulatory authority, the remaining terms of this Agreement shall not be affected, and this Agreement shall be interpreted as if the invalid terms had not been included in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyAgreement.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement between the parties hereto, and understanding no oral statements or prior written matter not specifically incorporated herein shall be of any force or effect. In the event any one or more of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision provisions contained in this Agreement is determined to should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all oral statements and prior and contemporaneous agreementswritings with respect hereto. In the event that any one or more of the provisions contained herein, negotiations and understandings between or the partiesapplication thereof in any circumstance, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be held invalid, illegal or unenforceable in any respectunenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not in any way be affected or impaired thereby.. [SIGNATURE PAGES FOLLOW]

Entire Agreement; Severability. This Agreement sets forth embodies the entire agreement and understanding of between the parties relating to the subject matter hereof hereto, and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and written relating to the subject matter hereof. If Should any provision contained in part of this Agreement is determined to be invalidheld or made invalid by a court decision, illegal statute, rule or unenforceable in any respectotherwise, the validity, legality remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and enforceability shall inure to the benefit of the remaining provisions contained herein shall not in any way be affected or impaired therebyparties hereto and their respective successors.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all oral statements and prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereofwritings with respect thereto. If any provision term, provision, covenant or restriction contained in this Agreement is determined held by a court of competent jurisdiction to be invalid, illegal void or unenforceable in any respector against public policy, the validity, legality and enforceability remainder of the remaining provisions terms, provisions, covenants and restrictions contained herein shall not remain in any full force and effect and shall in no way be affected affected, impaired or impaired therebyinvalidated.

Entire Agreement; Severability. This Agreement sets forth Agreement, together with Exhibit A hereto, constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings. If In the event that any clause or provision contained in of this Agreement is shall be determined to be invalid, illegal or unenforceable unenforceable, such clause or provision may be severed or modified to the extent necessary, and as severed and/or modified, this Agreement shall remain in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of between the parties hereto relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, undertakings, statements, representations and warranties, negotiations and understandings between discussions, whether oral or written of the partiesparties and there are no general or specific warranties, both oral and written relating to representations or other agreements by or among the parties in connection with the entering into of this Agreement or the subject matter hereof. If any provision contained in this Agreement is determined to be invalid, illegal hereof except as specifically set forth or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebycontemplated herein.

Entire Agreement; Severability. This Agreement sets forth the entire agreement supersedes all proposals and understanding of the term sheets, oral or written, all negotiations, conversations or discussions between or among parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereofpast dealing or industry custom. If any provision contained in of this Agreement is determined held to be invalid, illegal or unenforceable unenforceable, that provision shall be limited or eliminated to the minimum necessary so that this Agreement shall otherwise remain in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect and enforceable.

Entire Agreement; Severability. This Agreement sets forth represents the entire agreement and understanding of between the parties relating with regard to the subject matter hereof Material and supersedes all prior and contemporaneous any previous understandings, commitments or agreements, negotiations and understandings between the parties, both oral and whether written relating to the subject matter hereofor oral. If any provision contained in of this Agreement is determined to be invalidwholly or partially unenforceable for any reason, illegal or unenforceable all other provisions will continue in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect.

Entire Agreement; Severability. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Other than a condition precedent, the Investor has no rights under the Asset Purchase Agreement.

Entire Agreement; Severability. (a) This Agreement sets forth Agreement, including all exhibits and schedules hereto and the documents referred to herein, embody the entire agreement and understanding of the parties relating to concerning the subject matter hereof contained herein. This Agreement supersedes any and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and whether written relating to the subject matter hereof. or oral. (b) If any provision contained in of this Agreement is determined to shall be invalid, illegal declared invalid or unenforceable in any respectunenforceable, the validity, legality and enforceability of parties hereto agree that the remaining provisions contained herein of this Agreement shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all oral statements and prior and contemporaneous agreementswritings with respect thereto. In the event that any one or more of the provisions contained herein, negotiations and understandings between or the partiesapplication thereof in any circumstance, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be held invalid, illegal or unenforceable in any respectunenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Entire Agreement; Severability. This Agreement sets forth the entire understanding and agreement between you and understanding of the parties relating us, whether written or oral, with respect to the its subject matter hereof and supersedes all supersede any prior and or contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating or agreements with respect to the their subject matter hereofmatter. If any provision contained of the arms of this Agreement are invalid, or declared invalid by order of court, change in applicable law, or regulatory authority, the remaining terms of this Agreement shall not be affected, and this Agreement shall be interpreted as if the invalid terms had not been included in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyAgreement.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of the parties relating Parties as to the subject matter hereof and supersedes all prior and contemporaneous agreementsmatters described herein. If, negotiations and understandings between the partiesfor any reason, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is hereof shall be determined to be invalid, illegal invalid or unenforceable in any respectunenforceable, the validity, legality validity and enforceability of the remaining other provisions contained herein hereof shall not in any way be affected or impaired thereby.

Entire Agreement; Severability. This Agreement sets forth the entire agreement and understanding of the supersedes all proposals, oral or written, all negotiations, conversations or discussions between or among parties relating to the subject matter hereof of this Agreement and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereofpast dealing or industry custom. If any provision contained in of this Agreement is determined held to be invalid, illegal or unenforceable unenforceable, that provision shall be limited or eliminated to the minimum necessary so that this Agreement shall otherwise remain in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect and enforceable.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of the parties relating as to the subject matter hereof set forth herein and supersedes all prior and contemporaneous agreements, negotiations and understandings between may be amended or modified only by written instrument executed by both parties. In the parties, both oral and written relating to event any one or more of the subject matter hereof. If any provision provisions contained in this Agreement is determined held to be invalid, illegal or unenforceable in any respect, then such provision shall be ineffective only to the extent of such prohibition or invalidity, and the validity, legality legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of the parties relating to the subject matter hereof between the parties and supersedes all prior and contemporaneous agreements, negotiations understandings, and understandings between other such communications, whether written or oral. In the parties, both oral and written relating to the subject matter hereof. If event that any provision contained in of this Agreement is determined found to be invalid, illegal void or unenforceable in any respectunenforceable, the validity, legality and validity or enforceability of the remaining provisions contained herein any other provision shall not in any way be affected or impaired therebyaffected.

Entire Agreement; Severability. This Agreement sets forth the entire agreement and constitutes a complete understanding of the parties relating with respect to the subject matter hereof herein and supersedes supersedes, replaces and merges all prior understandings, promises, representations, and contemporaneous agreements, negotiations and understandings between the partieswritten or oral, both oral and written relating to the subject matter hereofthereto. If any provision contained in of this Agreement is determined held by a court of competent jurisdiction to be invalidinvalid or unenforceable, illegal or unenforceable then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby and understanding of supersedes a prior agreements and understandings between the parties relating to such transactions. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating Agreement will be enforced to the subject matter hereof. If any provision contained in maximum extent permissible and the other provisions of this Agreement is determined to be invalid, illegal or unenforceable will remain in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all oral statements and prior and contemporaneous agreementswritings with respect hereto. In the event that any one or more of the provisions contained herein, negotiations and understandings between or the partiesapplication thereof in any circumstance, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be held invalid, illegal illegal, or unenforceable in any respectunenforceable, the validity, legality legality, and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of between the parties relating with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between with respect thereto. This Agreement shall not be amended except by an instrument in writing signed by each of the parties. The invalidity, both oral and written relating to the subject matter hereof. If illegality or unenforceability of any provision contained in of this Agreement is determined to be invalid, illegal or unenforceable in any respect, shall not affect the validity, legality and or enforceability of any of the remaining other provisions contained herein of this Agreement which shall not in any way be affected or impaired therebyremain effective.

Entire Agreement; Severability. (a) This Agreement sets forth Agreement, including all exhibits hereto, embodies the entire agreement and understanding of the parties relating to concerning the subject matter hereof contained herein. This Agreement supersedes any and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and whether written relating to the subject matter hereof. or oral. (b) If any provision contained in of this Agreement is determined to shall be invalid, illegal declared invalid or unenforceable in any respectunenforceable, the validity, legality and enforceability of parties hereto agree that the remaining provisions contained herein of this Agreement shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement, together with the Exhibits and other attachments referenced herein, contains a full and complete expression of the rights and obligations of the parties. This Agreement sets forth the entire agreement supersedes any and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous other agreements, negotiations and understandings between written or oral, made by the parties, both oral and written relating to the subject matter hereof. If any provision contained in of this Agreement is determined finally held by a court or arbitration panel of competent jurisdiction to be invalidunlawful, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein of this Agreement shall not remain in any way full force and effect to the extent that the parties' intent can be affected or impaired therebylawfully enforced.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire complete and final agreement and understanding of between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreementsoral or written agreements related to its subject matter. Except as elsewhere provided herein, negotiations and understandings between the parties, both oral and written relating to the subject matter hereofthis Agreement may be modified only in a writing signed by all parties hereto. If any provision contained in of this Agreement is determined deemed unlawful or unenforceable, then it shall be reformed only insofar as necessary to make it lawful and enforceable, or if it cannot be invalidso reformed, illegal or unenforceable in it will be severed from this Agreement without any respect, effect on the validity, legality and enforceability remaining terms of the remaining provisions contained herein Agreement, which shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all oral statements and prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereofwritings with respect thereto. If any provision term, provision, covenant or restriction contained in this Agreement is determined held by a court of competent jurisdiction to be invalid, illegal void or unenforceable in any respector against public policy, the validity, legality and enforceability remainder of the remaining provisions terms, provisions, covenants and restrictions contained herein shall not remain in any full force and effect and shall in no way be affected or affected, impaired thereby.or

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of between the parties relating with respect to the subject matter hereof of this Agreement and supersedes all prior written and oral and all contemporaneous agreements, negotiations oral agreements and understandings between the parties, both oral and written relating with respect to the subject matter hereofof this Agreement. Each provision of this Agreement will be considered severable. If for any reason any provision contained in of this Agreement is determined to be invalidinvalid or unenforceable, illegal such invalidity or unenforceable in any respect, unenforceability will not impair the validity, legality and operation of or affect the enforceability of the remaining other provisions contained herein shall not of this Agreement, and the remainder of this Agreement will continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. (a) This Agreement sets forth embodies the entire agreement and understanding of the parties relating to concerning the subject matter hereof contained herein. This Agreement supersedes any and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and whether written relating to the subject matter hereof. or oral. (b) If any provision contained in of this Agreement is determined to shall be invalid, illegal declared invalid or unenforceable in any respectunenforceable, the validity, legality and enforceability of parties hereto agree that the remaining provisions contained herein of this Agreement shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth Agreement, including all exhibits and schedules hereto and the other Loan Documents, embody the entire agreement and understanding of the parties relating to concerning the subject matter hereof contained herein. This Agreement supersedes any and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and whether written relating to the subject matter hereofor oral. If any provision contained in of this Agreement is determined to shall be invalid, illegal declared invalid or unenforceable in any respectunenforceable, the validity, legality and enforceability of parties hereto agree that the remaining provisions contained herein of this Agreement shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth Agreement, together with the exhibits, annexes and other writings referred to herein or delivered pursuant hereto, constitute the entire agreement and understanding of the parties relating with respect to the subject matter hereof matters and supersedes all transactions contemplated by this Agreement and supersede any prior and contemporaneous agreements, negotiations agreement and understandings between the parties, both oral with respect to those matters and written relating to the subject matter hereoftransactions. If any Each provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained agreement herein shall not in be treated as separate and independent from any way other provision or agreement herein and shall be affected enforceable notwithstanding the unenforceability of any such other provision or impaired therebyagreement.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire parties’ entire, completely integrated agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior memoranda, correspondence, conversations, and contemporaneous agreementsnegotiations. The provisions of this Agreement are severable, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If if any provision contained in portion of this Agreement is determined held or declared to be invalidillegal, illegal invalid or unenforceable unenforceable, such illegality, invalidity, or unenforceability will not affect any other provision of this Agreement, and the remainder of this Agreement, disregarding such portion, will continue in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyfull effect.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of between the parties relating to the regarding its subject matter hereof matter, and supersedes all prior and contemporaneous agreements, negotiations and understandings between the partiesproposals, both oral and written relating to the subject matter hereofnegotiations, representations, or communications. If any provision contained in of this Agreement is determined found invalid or unenforceable, it will be enforced to be invalidthe extent permissible, illegal or unenforceable with the remainder of this Agreement remaining in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect.

Entire Agreement; Severability. This Agreement sets forth (including the Schedules, exhibits, documents and instruments referred to herein) constitutes the entire agreement agreement, and understanding of supersedes all prior agreements and understandings, both written and oral, among the parties relating with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereofof this Agreement. If any term, condition or other provision contained in of this Agreement is determined found to be invalid, illegal or unenforceable incapable of being enforced by virtue of any rule of law, public policy or court determination, all other terms, conditions and provisions of this Agreement shall nevertheless remain in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all oral statements and prior and contemporaneous agreementswritings with respect hereto. In the event that any one or more of the provisions contained herein, negotiations and understandings between or the partiesapplication thereof in any circumstance, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be held invalid, illegal or unenforceable in any respectunenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not in any way be affected or impaired thereby.. [Signature Pages Follow]

Entire Agreement; Severability. (a) This Agreement sets forth Agreement, including all exhibits and schedules hereto, and the documents referred to herein, embody the entire agreement and understanding of the parties relating to concerning the subject matter hereof contained herein. This Agreement supersedes any and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and whether written relating to the subject matter hereof. or oral. (b) If any provision contained in of this Agreement is determined to shall be invalid, illegal declared invalid or unenforceable in any respectunenforceable, the validity, legality and enforceability of parties hereto agree that the remaining provisions contained herein of this Agreement shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby and understanding of supersedes all prior agreements and understandings between the parties relating to such transactions. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating Agreement will be enforced to the subject matter hereof. If any provision contained in maximum extent permissible and the other provisions of this Agreement is determined to be invalid, illegal or unenforceable will remain in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect.

Entire Agreement; Severability. This Agreement sets forth is intended to embody the entire final, complete and exclusive agreement and understanding of among the parties relating with respect to the subject matter hereof and supersedes is intended to supersede all prior and contemporaneous agreements, negotiations understandings and understandings between representations written or oral, with respect thereto. The provisions of this Agreement are severable, and in the parties, both oral and written relating to the subject matter hereof. If event that any provision contained in is declared invalid, this Agreement is determined to shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions interpreted as if such invalid provision were not contained herein shall not in any way be affected or impaired therebyherein.

Entire Agreement; Severability. This Agreement sets forth Agreement, together will all Exhibits hereto, constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings. If In the event that any clause or provision contained in of this Agreement is shall be determined to be invalid, illegal or unenforceable unenforceable, such clause or provision may be severed or modified to the extent necessary, and as severed and/or modified, this Agreement shall remain in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect.

Entire Agreement; Severability. This Agreement sets forth Agreement, together with the entire agreement schedules, amendments, and understanding other attachments, contains a full and complete expression of the rights and obligations of the parties relating to the subject matter hereof and supersedes any and all prior and contemporaneous other previous agreements, negotiations and understandings between written or oral, made by the parties, both oral and written relating to the parties concerning its subject matter hereofmatter. If any provision contained in of this Agreement is determined held by a court or arbitration panel of competent jurisdiction to be invalidunlawful, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not of this Agreement will remain in any way full force and effect to the extent that the parties' intent can be affected or impaired therebylawfully enforced.

Entire Agreement; Severability. This Agreement sets forth document contains the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating with respect to the subject matter hereof, and neither party is relying on any agreement, representation, warranty, or other understanding not expressly stated herein. If In the event that any provision contained in of this Agreement is determined shall be held to be invalid, illegal or unenforceable in any respectcircumstances, the validity, legality and enforceability of the remaining provisions contained herein shall not nevertheless remain in any way full force and effect and shall be affected construed as if the unenforceable portion or impaired therebyportions were deleted.

Entire Agreement; Severability. This Agreement sets forth is the entire agreement and understanding of between the parties relating Parties with respect to the subject matter hereof and supersedes all any prior and contemporaneous oral or written agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision contained in term, provision, covenant or condition of this Agreement is determined to be invalid, illegal held invalid or unenforceable in for any respectreason, the validity, legality and enforceability remainder of the remaining provisions contained herein provision shall not continue in any way be affected or impaired therebyfull force and effect as if this Agreement had been executed with the invalid portion eliminated.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement between the Parties and understanding this Agreement supersedes any prior oral or written understandings and agreements. This Agreement shall not be modified or amended except in writing signed by the Parties. The invalidity, in whole or in part, of any paragraph of this Agreement shall not affect the validity of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability remainder of the remaining provisions contained herein shall not in any way be affected Agreement or impaired therebyparagraph.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of between the parties relating with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous agreements, negotiations oral agreements and understandings between the parties, both oral and written relating with respect to the subject matter hereof. Each provision hereof will be considered severable. If for any reason any provision contained in of this Agreement is determined to be invalidinvalid or unenforceable, illegal such invalidity or unenforceable in any respect, unenforceability will not impair the validity, legality and operation of or affect the enforceability of the remaining other provisions contained herein shall not of this Agreement, and the remainder of this Agreement will continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth Agreement, which includes Exhibits A, B, C, D and E constitutes the entire agreement and understanding of between the parties relating to Parties concerning the subject matter hereof and supersedes all any prior and contemporaneous agreements, negotiations and understandings between the partiesrepresentations, both statements, negotiations, understandings, proposals or undertakings, oral and written relating or written, with respect to the subject matter hereofexpressly set forth herein. If any provision contained in of this Agreement is determined shall be held to be invalidillegal, illegal invalid or unenforceable in any respectunenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.and

Entire Agreement; Severability. This Agreement sets forth constitutes the full and entire understanding and agreement and understanding of between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings existing between the parties, both oral and written relating to the subject matter hereofparties are expressly canceled. If The invalidity or unenforceability of any provision contained hereof shall in this Agreement is determined to be invalid, illegal no way affect the validity or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyother provision.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of the parties relating Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous any express or implied agreements, negotiations and understandings between either oral or written, are superseded by the parties, both oral and written relating to the subject matter hereofterms of this Agreement. If any provision contained in one or more provisions of this Agreement is determined to be held invalid, illegal or unenforceable in any respectrespect by a court having competent jurisdiction, the validity, legality and enforceability of this Agreement and the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of the parties relating as to the specific subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations discussions, and understandings between the parties, both oral and written relating correspondence pertaining to the specific subject matter hereof. If If, for any reason, any provision contained in this Agreement is hereof shall be determined to be invalid, illegal invalid or unenforceable in any respectunenforceable, the validity, legality validity and enforceability of the remaining other provisions contained herein hereof shall not in any way be affected or impaired thereby.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of among the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating hereto with respect to the subject matter hereof. If any provision contained in of the provisions of this Agreement is determined to be invalid, illegal are subsequently held invalid or unenforceable in by any respectcourt having jurisdiction, this Agreement will be construed as if not containing those provisions, and the validityrights, legality remedies and enforceability obligations of the remaining provisions contained herein shall not in any way parties hereto should be affected or impaired therebyconstrued and enforced accordingly.

Entire Agreement; Severability. This Agreement sets forth will be deemed to have been written by Parties, constitutes the entire agreement and understanding of between the parties relating to the Parties regarding its subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations representations and understandings understandings, oral or written, between the parties, both oral and written relating to the Parties regarding its subject matter hereofmatter. If any provision contained in of this Agreement is determined held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respectunenforceable, such provision shall be interpreted so as to best accomplish the validity, legality objectives of the original provision and enforceability of the remaining provisions contained herein of this Agreement shall not remain in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth and its attachments constitute the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes supersede all prior and contemporaneous agreements, negotiations understandings and understandings between the partiesnegotiations, both oral and written relating with respect to the subject matter hereof. If In the event that any provision contained in of this Agreement is determined to shall be invalidheld unenforceable by a court, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein such unenforceability shall not in affect any way other provision hereof, and this Agreement shall be affected or impaired therebyconstrued as if such unenforceable provision, to the extent of such unenforceability, had not been incorporated herein.

Entire Agreement; Severability. This Agreement sets forth Agreement, together with any exhibits and schedules referred to herein and attached hereto, constitute the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating with regard to the subject matter hereof, and there are no other prior or contemporaneous written or oral agreements, undertakings, promises, warranties, or covenants respecting such subject matter not expressly set forth or described herein. If The invalidity, illegality or unenforceability for any provision contained in reason of any one or more provisions of this Agreement is determined to be invalid, illegal or unenforceable in any respect, shall not affect the validity, legality and or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyremainder of this Agreement.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all any prior and contemporaneous agreements, negotiations and understandings agreement (written or oral) between the parties, both oral and written relating to the subject matter hereof. There are no promises or representations except as set forth herein. Member has not relied on any statements or representations other than those which are set out in this Agreement. If any provision contained of this Agreement, including the agreement to arbitrate, is declared to be unlawful or unenforceable, in whole or in part, then the remaining terms and provisions of this Agreement is determined to be invalid, illegal or unenforceable shall remain in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating hereto with respect to the subject matter hereof, and it supersedes all prior oral or written agreements, commitments, or understandings with respect to such matters. If The invalidity or unenforceability of any provision contained in of this Agreement is determined to be invalid, illegal shall not affect the validity or unenforceable in any respect, the validity, legality and enforceability of the remaining any other provisions contained herein of this Agreement, which shall not remain in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth (including the Schedules and instruments referred to herein) constitutes the entire agreement agreement, and understanding of supersedes all prior agreements and understandings, both written and oral, among the parties relating with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereofof this Agreement. If any term, condition or other provision contained in of this Agreement is determined found to be invalid, illegal or unenforceable incapable of being enforced by virtue of any rule of law, public policy or court determination, all other terms, conditions and provisions of this Agreement shall nevertheless remain in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire and final expression of agreement and understanding of between the parties relating pertaining to the subject matter hereof of the Agreement and supersedes all prior and contemporaneous agreements, negotiations and understandings other communications between the parties, both including all previous oral and or written relating to the subject matter hereofcommunications. If any provision contained in is held invalid all other provisions will remain valid, unless such invalidity would frustrate the purpose of this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyAgreement.

Entire Agreement; Severability. This Agreement sets forth the entire agreement supersedes all prior agreements and understanding of the parties understandings, whether written or oral, relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereofof this Agreement. If In case any provision contained in of this Agreement is determined to shall be invalid, illegal or unenforceable in any respectotherwise unenforceable, the validity, legality and enforceability of the remaining provisions contained herein shall not in any no way be affected or impaired thereby.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of the parties relating to the subject matter hereof parties, and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating agreements, as to the subject matter hereof. This Agreement may not be modified except in writing signed by both parties. If any provision contained in of this Agreement is determined found by a court of competent Jurisdiction not to be invalid, illegal or unenforceable in any respectenforceable, the validity, legality remainder of this Agreement shall continue in full force and enforceability of effect to the remaining provisions contained herein shall not in any way be affected or impaired therebyextent possible.

Entire Agreement; Severability. This Agreement sets forth Agreement, together will Exhibit A hereto, constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings. If In the event that any clause or provision contained in of this Agreement is shall be determined to be invalid, illegal or unenforceable unenforceable, such clause or provision may be severed or modified to the extent necessary, and as severed and/or modified, this Agreement shall remain in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect.

Entire Agreement; Severability. (a) This Agreement sets forth Agreement, including all exhibits and schedules hereto, and the documents referred to herein, embody the entire agreement and understanding of the parties relating to concerning the subject matter hereof contained herein. This Agreement supersedes any and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and whether written relating to the subject matter hereof. or oral. (1) If any provision contained in of this Agreement is determined to shall be invalid, illegal declared invalid or unenforceable in any respectunenforceable, the validity, legality and enforceability of parties hereto agree that the remaining provisions contained herein of this Agreement shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding between the parties and supersedes any previous written or oral agreement or understanding between the parties in relation to the Scheme or membership of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereofScheme. If any provision contained in term of this Agreement is determined held to be invalid, illegal or unenforceable unenforceable, it shall be severed and the remainder of this Agreement shall remain in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect.

Entire Agreement; Severability. (a) This Agreement sets forth Agreement, including all exhibits and schedules hereto, and the Documents referred to herein, embodies the entire agreement and understanding of the parties relating to concerning the subject matter hereof contained herein. This Agreement supersedes any and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and whether written relating to the subject matter hereof. or oral. (b) If any provision contained in of this Agreement is determined to shall be invalid, illegal declared invalid or unenforceable in any respectunenforceable, the validity, legality and enforceability of parties hereto agree that the remaining provisions contained herein of this Agreement shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. (a) This Agreement sets forth Agreement, including all exhibits and schedules hereto, the Documents and the other documents referred to herein, embody the entire agreement and understanding of the parties relating to concerning the subject matter hereof contained herein. This Agreement supersedes any and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and whether written relating to the subject matter hereof. or oral. (b) If any provision contained in of this Agreement is determined to shall be invalid, illegal declared invalid or unenforceable in any respectunenforceable, the validity, legality and enforceability of parties hereto agree that the remaining provisions contained herein of this Agreement shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth constitutes the parties' entire agreement and understanding of the parties relating to the subject matter hereof matters set forth herein and supersedes all any prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to understanding or agreement concerning the subject matter hereof. If This Agreement may only be modified in a writing signed by the parties hereto. In the event that any provision contained in of this Agreement is determined to shall be invalid, illegal or unenforceable in any respectotherwise unenforceable, such provision shall be severed, and the validity, legality and enforceability balance of the remaining provisions contained herein Agreement shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth Agreement, including all exhibits and schedules hereto, and the documents referred to herein, embody the entire agreement and understanding of the parties relating to concerning the subject matter hereof contained herein. This Agreement supersedes any and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and whether written relating to the subject matter hereof. or oral. (a) If any provision contained in of this Agreement is determined to shall be invalid, illegal declared invalid or unenforceable in any respectunenforceable, the validity, legality and enforceability of parties hereto agree that the remaining provisions contained herein of this Agreement shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all oral statements and prior and contemporaneous agreementswritings with respect hereto. In the event that any one or more of the provisions contained herein, negotiations and understandings between or the partiesapplication thereof in any circumstance, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be held invalid, illegal or unenforceable in any respectunenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not in any way be affected or impaired thereby.. [SIGNATURE PAGES FOLLOW] 123158908v7

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of Agreement between the parties relating with respect to the all subject matter hereof described herein and supersedes all prior and contemporaneous agreements, negotiations and understandings between the partiesunderstandings, both oral and written relating to the subject matter hereofwhether verbal or written. Each provision of this Agreement is severable from all others. If any provision contained in of this Agreement is determined to be invalid, illegal invalid or unenforceable in any respectby a court of competent jurisdiction, the validity, legality provision shall be deemed modified only to the extent necessary to render it valid and enforceability of the enforceable and all remaining provisions contained herein shall not of this Agreement will remain in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth (i) constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior agreements and contemporaneous agreementsunderstandings, negotiations both written and understandings between oral, among the parties, both oral and written relating or any of them, with respect to the subject matter hereof, and (ii) is not intended to confer upon any other persons any rights or remedies hereunder. If In case any provision contained in this Agreement is determined to shall be invalid, illegal or unenforceable in any respectunenforceable, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Entire Agreement; Severability. This Agreement sets and the Warrant set forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Entire Agreement; Severability. This Agreement sets forth Agreement, which includes Exhibits A, B, C, D and E constitutes the entire agreement and understanding of between the parties relating to Parties concerning the subject matter hereof and supersedes all any prior and contemporaneous agreements, negotiations and understandings between the partiesrepresentations, both statements, negotiations, understandings, proposals or undertakings, oral and written relating or written, with respect to the subject matter hereofexpressly set forth herein. If any provision contained in of this Agreement is determined shall be held to be invalidillegal, illegal invalid or unenforceable in any respectunenforceable, each Party agrees that such provision shall be enforced to the validity, legality and enforceability maximum extent permissible so as to effect the intent of the remaining provisions contained herein shall not in any way be affected or impaired thereby.Parties, and the

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of the parties relating to the subject matter hereof agreement, and supersedes all prior and contemporaneous agreementsany proposals, negotiations and understandings between the partiesprevious agreements or existing contracts previously executed, both oral and written relating with respect to the subject matter hereof. This Agreement shall govern in the case of any inconsistency between it and any purchase order, change order, confirmation or other document issued by either party. If any provision contained in provision, clause or application of this Agreement to any party or circumstance is determined to be invalidheld invalid and unenforceable, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein this shall not in affect any way be affected other provision, clause or impaired therebyapplication of this Agreement.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of between the parties relating to and may not be changed except by an instrument in writing signed by the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between Parties. In the parties, both oral and written relating to the subject matter hereof. If event any provision contained in this Agreement is shall be determined to be invalid, illegal illegal, or unenforceable in any respectby a court of competent jurisdiction, the validitysuch invalidity, legality and enforceability of the remaining provisions contained herein illegality or unenforceability shall not in any way be affected affect the other or impaired thereby.remaining provisions. /// ///

Entire Agreement; Severability. This Agreement sets forth contains the entire subordination agreement between the parties. If any of the provisions of this Agreement shall be held invalid or unenforceable, this Agreement shall be construed as if not containing those provisions, and understanding the rights and obligations of the parties relating to the subject matter hereof hereto shall be construed and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyenforced accordingly.

Entire Agreement; Severability. This Agreement sets forth Agreement, including all exhibits and schedules hereto and the documents referred to herein, embody the entire agreement and understanding of the parties relating to concerning the subject matter hereof contained herein. This Agreement supersedes any and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and whether written relating to the subject matter hereof. or oral. (a) If any provision contained in of this Agreement is determined to shall be invalid, illegal declared invalid or unenforceable in any respectunenforceable, the validity, legality and enforceability of parties hereto agree that the remaining provisions contained herein of this Agreement shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire understanding and agreement and understanding of the parties relating hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreementsagreements or understandings, negotiations and understandings inducements or conditions, express or implied, written or oral, between the parties, both oral and written relating parties with respect to such subject matter. In the subject matter hereof. If event that any provision contained in of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement is determined shall continue in full force and effect and shall be interpreted so as reasonably to be invalid, illegal or unenforceable in any respect, effect the validity, legality and enforceability intent of the remaining provisions contained herein shall not in any way be affected or impaired therebyparties hereto.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of between the parties relating to the subject matter hereof parties, and supersedes all prior and contemporaneous agreements, negotiations understandings and understandings between the partiesnegotiations, both oral and written relating with respect to the subject matter hereof. If In the event any provision contained in of this Agreement is determined to shall be invalidheld unenforceable by a court of competent jurisdiction, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein such unenforceability shall not in affect any way other provision hereof, and this Agreement shall be affected or impaired therebyconstrued as if such unenforceable provision, to the extent of such unenforceability, had not been incorporated herein.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both and supersedes any prior understanding or agreement, oral and written or written, relating to the subject matter hereofService. If any provision contained in of the provisions of this Agreement is determined to be becomes invalid, illegal or unenforceable in any respectrespect under any law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyimpaired.

Entire Agreement; Severability. This Agreement sets forth and the Consignment Agreement contain the entire agreement and understanding of among the parties hereto relating to the subject matter hereof matters provided herein, and supersedes all prior and contemporaneous no representations, promises or agreements, negotiations and understandings between oral or otherwise, not expressly contained or incorporated by reference herein or therein shall be binding on the parties, both oral and written relating to the subject matter hereofparties hereto. If any provision contained in The provisions of this Agreement is determined to be invalid, illegal are severable and the invalidity of one or unenforceable in any respect, the validity, legality and enforceability more of the remaining provisions contained herein shall not in have any way be affected effect upon the validity or impaired therebyenforceability of any other provision hereof.

Entire Agreement; Severability. (a) This Agreement sets forth Agreement, including all exhibits and schedules hereto, the Documents, the Intercreditor Agreements (as applicable) and the other documents referred to herein, embody the entire agreement and understanding of the parties relating to concerning the subject matter hereof contained herein. This Agreement supersedes any and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and whether written relating to the subject matter hereof. or oral. (b) If any provision contained in of this Agreement is determined to shall be invalid, illegal declared invalid or unenforceable in any respectunenforceable, the validity, legality and enforceability of parties hereto agree that the remaining provisions contained herein of this Agreement shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of between the parties relating hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and contemporaneous agreementsunderstandings, negotiations and understandings between the partiesoral or written, both oral and written relating with respect to the subject matter hereofsuch matters. If any provision contained in of this Agreement is determined held to be invalid, illegal invalid or unenforceable in by any respectcourt of competent jurisdiction, the validity, legality other provisions of this Agreement will remain in full force and enforceability effect. Any provision of this Agreement that is held invalid or unenforceable only in part or degree will remain in full force and effect to the remaining provisions contained herein shall extent not in any way be affected held invalid or impaired therebyunenforceable.

Entire Agreement; Severability. This Agreement sets forth and its attachments contribute constitute the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating supersede all prior agreements, understandings and negotiations, with respect to the subject matter hereof. If In the event of any provision contained in of this Agreement is determined to shall be invalidheld unenforceable by a court, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein such unenforceability shall not in effect any way other provision hereof, and this Agreement shall be affected or impaired therebyconstrued as if such unenforceable provision, to the extent of such unenforceability, had not been incorporated herein.

Entire Agreement; Severability. This Agreement sets forth embodies the entire agreement and understanding of between the parties relating to the subject matter hereof hereto and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision contained in of this Agreement is determined to shall be invalid, illegal held invalid or unenforceable in any respectfor whatever reason, the validity, legality and enforceability remainder of the remaining provisions contained herein this Agreement shall not in any way be affected or impaired therebythereby and every remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all oral statements and prior and contemporaneous agreementswritings with respect hereto. In the event that any one or more of the provisions contained herein, negotiations and understandings between or the partiesapplication thereof in any circumstance, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be held invalid, illegal illegal, or unenforceable in any respectunenforceable, the validity, legality legality, and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not in any way be affected or impaired thereby.. [SIGNATURE PAGES FOLLOW] 102885432.2

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of between the parties relating to the subject matter hereof and supersedes all oral statements and prior and contemporaneous agreementswritings with respect hereto. In the event that any one or more of the provisions contained herein, negotiations and understandings between or the partiesapplication thereof in any circumstance, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be held invalid, illegal or unenforceable in any respectunenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not in any way be affected or impaired thereby.. ​ ​

Entire Agreement; Severability. This Agreement sets forth is the entire agreement between the Parties regarding the Program and understanding the Parties' respective obligations and commitments. No other documents, or oral or written agreements reflect in any way on this Agreement, and this Agreement may not be modified except in a writing executed by both parties. Whenever possible, each provision of this Agreement will be interpreted as to be effective and valid under applicable law, but if any will be prohibited by or invalid under applicable law, it will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyof this Agreement.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating Parties with respect to the subject matter hereof. If any provision contained in of the provisions of this Agreement is determined to shall be invalidheld invalid or unenforceable, illegal or unenforceable in any respectthis Agreement shall be construed as if not containing those provisions, and the validity, legality rights and enforceability obligations of the remaining provisions contained herein Parties shall not in any way be affected or impaired therebyconstrued and enforced accordingly.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of among the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating hereto with respect to the subject matter hereof. If any provision contained in of the provisions of this Agreement is determined to shall be invalidheld invalid or unenforceable, illegal or unenforceable in any respectthis Agreement shall be construed as if not containing those provisions, and the validity, legality rights and enforceability obligations of the remaining provisions contained herein parties hereto shall not in any way be affected or impaired therebyconstrued and enforced accordingly.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire parties’ entire, completely integrated agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior memoranda, correspondence, conversations, and contemporaneous agreementsnegotiations specifically involving your attendance of this Event. The provisions of this Agreement are severable, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If if any provision contained in portion of this Agreement is determined held or declared to be invalidillegal, illegal invalid or unenforceable unenforceable, such illegality, invalidity, or unenforceability will not affect any other provision of this Agreement, and the remainder of this Agreement, disregarding such portion, will continue in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyfull effect.

Entire Agreement; Severability. This Agreement sets forth constitutes the sole and entire agreement and understanding of the parties relating to Parties regarding the subject matter hereof contained herein, and supersedes all prior and contemporaneous understandings, agreements, negotiations representations, and understandings between the partieswarranties, both oral written and written relating to the oral, regarding such subject matter hereofmatter. If any term or provision contained in of this Agreement is determined to be invalid, illegal illegal, or unenforceable in any respectjurisdiction, the validitysuch invalidity, legality and enforceability of the remaining provisions contained herein illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any way be affected or impaired therebyother jurisdiction.

Entire Agreement; Severability. This Agreement sets forth contains the entire complete agreement and understanding of between the parties relating to its subject matter. This Agreement may not be changed orally and may be amended only by an agreement in writing signed by both parties. In the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If event that any provision contained in of this Agreement is determined shall be held to be invalid, illegal or become invalid or unenforceable in any respectcertain circumstances, the validity, legality validity and enforceability of the remaining provisions contained herein provisions, or such provision in other circumstances, shall not in any way be affected or impaired therebyimpaired.

Entire Agreement; Severability. (a) This Agreement sets forth embodies the entire agreement and understanding of the parties relating to hereto concerning the subject matter hereof contained herein. This Agreement supersedes any and supersedes all prior and contemporaneous agreements, negotiations agreements and understandings between the parties, both oral and whether written relating or oral, with respect to the subject matter hereof. contained herein. (b) If any provision contained in of this Agreement is determined to shall be invalid, illegal declared invalid or unenforceable in any respectunenforceable, the validity, legality and enforceability of parties hereto agree that the remaining provisions contained herein of this Agreement shall not continue in any way be affected or impaired therebyfull force and effect.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of between the parties relating to the subject matter hereof matters addressed herein and supersedes supersede all prior and contemporaneous contracts or agreements, negotiations and understandings between the partieswhether oral or written, both oral and written relating to the such subject matter hereofmatter. If any provision contained in one or more of the provisions of this Agreement is determined to be or any application thereof are invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not and any other application thereof will in any no way be affected or impaired therebyand any such provision will be enforced to the maximum extent possible by law.

Entire Agreement; Severability. This Agreement sets forth and exhibits hereto constitute the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, incorporates all prior agreements and understandings of the parties, and may be amended only by written agreement duly executed by both oral Seller and written relating to Buyer. In the subject matter hereof. If event any provision contained in this Agreement hereof is determined to be invalid, illegal or unenforceable in any respectunenforceable, it shall be deemed modified to the validity, legality and enforceability of extent necessary to remove the remaining provisions contained herein shall not in any way be affected illegality or impaired therebyunenforceability.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of the parties relating to the subject matter hereof agreement, and supersedes all prior agreements and contemporaneous agreements, negotiations and understandings between the partiesunderstandings, both oral written and written relating oral, among the parties hereto with respect to the subject matter hereof. If any provision contained in of the provisions of this Agreement is determined to shall be invalidheld invalid or unenforceable, illegal or unenforceable in any respectthis Agreement shall be construed as if not containing those provisions, and the validity, legality rights and enforceability obligations of the remaining provisions contained herein parties hereto shall not in any way be affected or impaired therebyconstrued and enforced accordingly.

Entire Agreement; Severability. This Agreement sets forth constitutes the full and entire understanding and agreement and understanding of between the parties relating with regard to the subject matter subjects hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating no party shall be liable or bound to the subject matter hereofother party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. If any provision contained in portion of this Agreement shall be held invalid or unenforceable, then so far as is determined reasonable and possible (i) the remainder of this Agreement shall be considered valid and enforceable and (ii) effect shall be given to be invalid, illegal the intent manifested by the portion held invalid or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyunenforceable.

Entire Agreement; Severability. This Agreement sets forth constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior agreements and contemporaneous agreements, negotiations and understandings between the partiesunderstandings, both oral written and written relating oral, among the Parties with respect to the subject matter hereof. If Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision contained in of this Agreement is determined held to be invalidprohibited by or invalid under applicable Law, illegal such provision shall be ineffective only to the extent of such prohibition or unenforceable in any respectinvalidity, without invalidating the validity, legality and enforceability remainder of such provision or the remaining provisions contained herein shall not in any way be affected or impaired therebyof this Agreement.

Entire Agreement; Severability. This Agreement sets forth the entire agreement and understanding of the parties supersedes all proposals, oral or written, all negotiations, conversations or discussions between or among Parties relating to the subject matter hereof of this Agreement and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereofpast dealing or industry custom. If any provision contained in of this Agreement is determined held to be invalid, illegal or unenforceable unenforceable, that provision shall be limited or eliminated to the minimum necessary so that this Agreement shall otherwise remain in any respect, the validity, legality full force and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyeffect and enforceable.

Entire Agreement; Severability. This Agreement sets forth contains the entire agreement and understanding of the parties relating with respect to the subject matter hereof and supersedes all prior representations, agreements and contemporaneous agreementsunderstandings, negotiations and understandings oral or otherwise, between the parties, both oral and written relating parties with respect to the subject matter hereof. If The invalidity or unenforceability of any provision contained in of this Agreement, or part of any provision of this Agreement, shall not affect the other provisions or parts hereof, and this Agreement is determined to shall be invalid, illegal construed in all respects as if such invalid or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired therebyparts were omitted.

Entire Agreement; Severability. This Agreement sets forth constitutes the parties’ entire agreement and understanding of the parties relating to the subject matter hereof matters set forth herein and supersedes all any prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to understanding or agreement concerning the subject matter hereof. If This Agreement may only be modified in a writing signed by the parties hereto. In the event that any provision contained in provisions of this Agreement is determined to shall be invalid, illegal or unenforceable in any respectotherwise unenforceable, such provision shall be severed, and the validity, legality and enforceability balance of the remaining provisions contained herein Agreement shall not continue in any way be affected or impaired therebyfull force and effect.