Common use of Entire Agreement Clause in Contracts

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof (and thereof), and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the and any other agreements and documents being agreement or instrument to be delivered expressly pursuant to or in connection with this Agreement) the terms hereof constitute the entire agreement of Agreement between the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements previous negotiations, commitments and understandings of the parties, oral and written, writings with respect to the such subject matter hereofmatter.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereofhereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements Merger Agreement and documents being delivered pursuant the Voting Agreement to or the extent referred to in connection with this Agreement) constitute constitutes the entire agreement of among the parties hereto with respect to the subject matter hereof and thereofhereof, and supersede supersedes all other prior agreements and understandings of understandings, both written and oral, among the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with and the other writings and agreements and documents being referred to in this Agreement or delivered pursuant to or in connection with this Agreement) constitute Agreement contain the entire agreement understanding of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of among the parties, oral and written, parties with respect to the subject matter hereofthereto.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the Merger Agreement and any other agreements documents and documents being delivered pursuant instruments referred to herein and therein or entered into by the parties in connection with the Merger or this Agreement) constitute constitutes the entire agreement of among the parties hereto with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant Merger Agreement, to or the extent referred to in connection with this Agreement) and any documents delivered by the parties in connection herewith constitute the entire agreement of among the parties hereto with respect to the subject matter hereof and thereof, of this Agreement and supersede all prior agreements and understandings of undertakings, both written and oral, among the parties, oral and writtenor any of them, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements Merger Agreement, to the extent referred to in this Agreement, and any documents being delivered pursuant to or by the parties in connection with this Agreement) constitute herewith), constitutes the entire agreement of among the parties hereto with respect to the subject matter hereof and thereofof this Agreement, and supersede supersedes all prior agreements and understandings of understandings, both written and oral, among the parties, oral and written, with respect to the subject matter hereofof this Agreement.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof (and thereof), and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereofhereof (and thereof).

Entire Agreement. This Agreement (Agreement, together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) , constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with Agreement, the other provisions contained in this Agreement, and the agreements and other documents being to be delivered pursuant to or in connection with this Agreement) , constitute the entire agreement of between the parties hereto with respect to the subject matter hereof and thereof, thereof and supersede all prior agreements communications, proposals, representations and understandings of the partiesagreements, whether oral and or written, with respect to the subject matter hereofthereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, thereof and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereofhereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the and any other agreements and documents being agreement or document delivered pursuant to or in connection with this Agreement) constitute , state the entire agreement and understanding of the parties hereto with respect to on the subject matter hereof and thereofof this Agreement, and supersede all prior agreements previous agreements, arrangements, communications and understandings of the parties, oral and written, with respect relating to the that subject matter hereofmatter.

Entire Agreement. This Agreement (together with the other all agreements and documents being delivered pursuant executed contemporaneously with it or referred to or in connection with this Agreementit) constitute constitutes a restatement of the entire agreement of between the parties hereto with respect Parties in relation to the its subject matter hereof and thereofmatter, and supersede supersedes all prior agreements and understandings of the partiesunderstandings, whether oral and or written, with respect to the such subject matter hereofmatter.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereofhereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and any documents being delivered referred to herein or required to be entered into pursuant to or in connection with this Agreement) constitute contains the entire agreement and understanding of the parties hereto with respect and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter hereof of this Agreement and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereofany such document.

Entire Agreement. This Agreement (together with all documents entered into in the Agreed Form referred to in this Agreement and all other agreements and documents being delivered to be entered into pursuant to to, or in connection with this with, the Agreement) constitute sets out the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of understanding between the parties, oral and writtensupersedes all proposals and prior agreements, with respect arrangements and understandings between the parties, relating to the its subject matter hereofmatter.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this AgreementAgreement as well as that certain letter agreement, dated the date hereof, between the Company and the Representative) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and all documents being to be delivered pursuant to or in connection with this Agreement) constitute conjunction herewith constitutes the entire agreement of by and among the parties hereto with respect pertaining to the subject matter hereof and thereof, and supersede supersedes all prior agreements agreements, understandings, negotiations and understandings discussions, whether oral or written, of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the Agreement, and each other agreements and documents being delivered agreement required to be entered into pursuant to or in connection with the terms and conditions of this Agreement) constitute , embody the entire agreement of and understanding between the parties hereto with respect to the subject matter hereof and thereofthereto, and supersede all prior agreements and understandings of the partiesunderstandings, oral written and writtenoral, with respect relating to the subject matter hereofthereof, including, without limitation, all letters of intent and summary term sheets heretofore executed or examined by the parties.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreementhereto) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements agreements, representations and understandings of undertakings, both written and oral, between the parties, oral and writtenor any of them, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the Agreement, and other agreements contracts and documents being delivered pursuant referred to herein or in connection with this Agreement) incorporated by express reference, constitute the entire agreement of among the parties hereto Parties with respect to the subject matter hereof and thereof, of this Agreement and supersede all prior agreements previous verbal and understandings written agreements, contracts, undertakings and communications of the parties, oral and written, Parties with respect to the subject matter hereofof this Agreement.

Entire Agreement. This Agreement (together with the Transaction Documents and other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. This Agreement shall replace and supersede the Engagement Letter.

Entire Agreement. This Agreement (Agreement, together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute , constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereofhereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements Merger Agreement, to the extent referred to herein and documents being delivered pursuant to or in connection with this Agreementtherein) constitute constitutes the entire agreement of among the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of undertakings, both written and oral, among the parties, oral and writtenor any of them, with respect to the subject matter hereof.

Entire Agreement. This Agreement (Agreement, together with the other agreements agreements, instruments and documents being delivered pursuant expressly referred to or in connection with this Agreement) herein, constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, transactions contemplated hereby and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereofthereto, whether written or oral.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereofhereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof, other than the Confidentiality Agreement which shall remain in full force and effect.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreementincluding each Scope of Work entered into hereunder) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof, and it supersedes all prior oral and written agreements, commitments or understandings with respect to the matters provided for herein, including without limitation any memorandum of understanding, letter of intent or letter of agreement.

Entire Agreement. This Agreement (together with the other agreements a possible separate written agreement referring to and documents being delivered pursuant to or in connection with this Agreementincorporating these terms and conditions) constitute constitutes the entire agreement of between the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, Parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the Parties with respect to the subject matter of the Agreement.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.. Maxim Group LLC _____________, 2005 Page 43 of 44

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the partiesparties hereto, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (Agreement, together with the Contribution Agreement and the other agreements agreements, instruments, certificates and documents being executed and delivered pursuant to or in connection with this Agreement) therewith, constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all other prior agreements and understandings of understandings, written or oral, between the parties, oral and written, parties with respect to the such subject matter hereofmatter.

Entire Agreement. This Agreement (together with the other including all agreements entered into pursuant to this Agreement and documents being all certificates and instruments delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto to this Agreement with respect to the subject matter hereof and thereof, of this Agreement and supersede all prior agreements and understandings of contemporaneous agreements, representations, understandings, negotiations and discussions between the partiesparties to this Agreement, whether oral and or written, with respect to the subject matter hereofof this Agreement.

Entire Agreement. This Agreement (together with the any other agreements and documents being delivered pursuant to or in connection with this Agreementagreement expressly referenced herein) constitute constitutes the entire agreement of between the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the partiesunderstandings, oral and written, with respect to between or among the subject matter hereofparties hereto.

Entire Agreement. This Agreement (together with and the Warrant and the other writings and agreements and documents being referred to in this Agreement or delivered pursuant to or in connection with this Agreement) constitute Agreement contain the entire agreement understanding of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of among the parties, oral and written, parties with respect to the subject matter hereofthereto.

Entire Agreement. This Agreement (together with the and any other agreements and documents being agreement or instrument to be delivered expressly pursuant to or in connection with this Agreement) the terms hereof constitute the entire agreement of between the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements previous negotiations, commitments and understandings of the parties, oral and written, writings with respect to the such subject matter hereofmatter.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof...

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered including any agreement entered into pursuant to this Agreement or in connection with this Agreementattached as an Exhibit) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the partiesagreements, oral and writtenwritten or oral, with respect to the subject matter hereofthereto.

Entire Agreement. This Agreement (together with the Transaction Documents and other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, thereof and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof (and thereof, and supersede thereof),and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and other documents being to be delivered pursuant to or in connection with this Agreement) , constitute the entire agreement of between the parties hereto Parties pertaining to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, and there are no warranties, representations and other agreements between the Parties in connection with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect except as specifically set forth in this Agreement or any other agreement or document to the subject matter hereofbe delivered pursuant to this Agreement.

Entire Agreement. This Agreement Letter (together with the other agreements and documents being delivered pursuant to or in connection with this AgreementLetter) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Letter Agreement) constitute constitutes the entire agreement complete and exclusive statement of the parties hereto agreement among the Parties with respect to the subject matter hereof and thereof, and supersede hereof. This Agreement supersedes all prior negotiations, understandings and agreements and understandings of the partiesParties, oral and writtenwritten or oral, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together ----------------- with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereofhereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the Deed of Warranty and the other agreements agreements, certificates, instruments and documents being delivered pursuant to or in connection with this Agreementhereto) constitute constitutes the entire agreement of among the parties hereto with respect to the subject matter hereof and thereofhereof, and supersede supersedes all prior agreements and understandings of the partiesunderstandings, oral and written, among the parties hereto with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other ---------------- agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the and any other agreements and documents being agreement or instrument delivered pursuant to or in connection with the transaction contemplated by this Agreement) Agreement constitute the entire agreement of between the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of undertakings, both written and oral, among the parties, oral and writtenor any of them, with respect to the subject matter hereof.

Entire Agreement. This Agreement (Agreement, together with the Omnibus Agreement and other agreements and documents being delivered pursuant to or in connection with this Agreement) referenced therein, constitute the entire and sole agreement of and understanding between the parties hereto with respect to the subject matter hereof and thereofthereof supersede any prior or contemporaneous understanding, and supersede all prior agreements and understandings of the partiesagreement, representation or warranty, whether oral and or written, with respect to the subject matter hereof.hereof and thereof

Entire Agreement. This Agreement (together with the other ---------------- agreements and documents being delivered pursuant referred to or in connection with this Agreementherein) constitute constitutes the entire agreement of among the parties hereto with respect to the subject matter hereof and thereofsupersedes all prior agreements, understandings and discussions between them, and supersede all prior agreements and understandings of the parties, oral and writtendocuments delivered between them, with respect to the such subject matter hereofmatter.

Entire Agreement. This Agreement (together with the Transaction Documents and other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereofhereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements documents referred to in this Agreement constitutes a complete and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement exclusive statement of the parties hereto terms of the agreement between the Parties with respect to the its subject matter hereof and thereof, and supersede supersedes all prior agreements understandings, agreements, or representations by or between the Parties, both written and understandings of oral to the parties, oral and written, with respect extent they relate in any manner to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements documents referred to in this Agreement and documents being delivered pursuant to or in connection with this Agreementattached) constitute constitutes the entire agreement of between the parties hereto with respect to the its subject matter hereof and thereof, constitutes and supersede supersedes all prior agreements agreements, representations and understandings of the parties, oral and written, with respect to the subject matter hereofwritten or oral.

Entire Agreement. This Agreement (Agreement, together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) referenced herein, constitute the entire agreement and understanding of the parties hereto to this Agreement with respect to the subject matter hereof matters and thereof, transactions contemplated by this Agreement and supersede all other prior or concurrent oral or written letters, agreements and or understandings of the parties, oral and written, with respect to the subject matter hereofmatters set forth in this Agreement.

Entire Agreement. This Agreement (together with including the other agreements and documents being delivered pursuant attached to this Agreement or referred to in connection with this Agreement) constitute constitutes the entire agreement of between the parties hereto with respect relating to the subject matter hereof and thereof, and supersede supersedes all prior agreements contracts, agreements, discussions and understandings of the partiesunderstandings, oral and writtenwhether written or oral, with respect to the subject matter hereofbetween them.

Entire Agreement. This Agreement (together including any agreement entered into concurrent with the other agreements and documents being delivered or pursuant to this Agreement or in connection with this Agreementattached as a schedule or an exhibit) constitute constitutes the entire agreement of the parties hereto Parties with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the partiesagreements, oral and writtenwritten or oral, with respect to the subject matter hereofthereto.

Entire Agreement. This Agreement (together with the other agreements and any documents being delivered referred to herein or required to be entered into pursuant to or in connection with this Agreement) constitute contains the entire agreement and understanding of the parties hereto with respect Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter hereof of this Agreement and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereofany such document.

Entire Agreement. This Agreement (together with the Agreement; any other agreements and documents being agreement or document delivered pursuant to or in connection with this Agreement) constitute , if any; and the accompanying Exhibits and Schedules, if any; state the entire agreement and understanding of the parties hereto with respect to on the subject matter hereof and thereofof the Agreement, and supersede supercede all prior agreements previous agreements, arrangements, communications and understandings of the parties, oral and written, with respect relating to the that subject matter hereofmatter.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.. Maxim Group, LLC ___________, 2005 Page 42 of 44

Entire Agreement. This Agreement (Agreement, together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute Agreements, sets forth the entire agreement of and understanding among the parties hereto and thereto as to the subject matter hereof and thereof and each Agreement supersedes all previous written or oral negotiations, commitments, agreements, transactions or understandings with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of this Agreement or the parties, oral and written, with respect to the subject matter hereofother Agreements.

Entire Agreement. This Agreement, including any agreement, document, or instrument attached to this Agreement (together with or referred to herein, integrates all the other agreements terms and documents being delivered pursuant conditions mentioned herein or incidental to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof Agreement and thereof, supersedes all oral negotiations and supersede all prior agreements and understandings of the parties, oral and written, with parties to this Agreement in respect to the subject matter hereofof this Agreement.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, including the letter agreement dated September 29, 2022, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the all documents entered into or referred to in this Agreement and all other agreements and documents being delivered to be entered into pursuant to to, or in connection with this with, the Agreement) constitute sets out the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of understanding between the parties, oral and writtensupersedes all proposals and prior agreements, with respect arrangements and understandings between the parties, relating to the its subject matter hereofmatter.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereofhereof except such written agreements which expressly provide for survival after the effectiveness of this Agreement.

Entire Agreement. This Agreement (together with the other agreements ---------------- and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereofhereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered any document referred to herein or entered into pursuant to or in connection with this Agreement) constitute contains the entire agreement and understating of the parties hereto with respect Parties and supersedes all prior agreements, understating or arrangements (both oral and written) relating to the subject matter hereof of this Agreement and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereofany such document.

Entire Agreement. This Agreement (together with the other agreements and or documents being delivered to be entered into or executed pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of and understanding between the parties hereto Parties with respect to the its subject matter hereof and thereof, replaces and supersede supersedes all prior agreements and understandings of the partiesagreements, oral and writtenarrangements, with respect to the undertakings or statements regarding such subject matter hereofother than the Confidentiality Agreement.

Entire Agreement. This Agreement (Agreement, together with the other agreements and documents being executed and delivered pursuant to or in connection with this Agreement) constitute , constitutes the entire agreement of between the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements ---------------- agreements, instruments and documents being delivered pursuant to or in connection with this Agreementhereto) constitute constitutes the entire agreement of among the parties hereto with respect to the subject matter hereof and thereofhereof, and supersede supersedes all prior agreements and understandings of the partiesunderstandings, oral and written, among the parties hereto with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereofhereof including the engagement letter dated September 29, 2009 by and between the Company and Xxxxxx & Xxxxxxx, LLC.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, hereof; and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant referred to or in connection with this Agreementherein) constitute constitutes the entire agreement of among the parties hereto with respect to the subject matter hereof and thereofsupersedes all prior agreements, understandings and discussions between them, and supersede all prior agreements and understandings of the parties, oral and writtendocuments delivered between them, with respect to the such subject matter hereofmatter.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements agreeme nts and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together along with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute set forth the entire agreement and understanding of the parties hereto with respect relating to the subject matter hereof and thereof, and supersede all prior agreements and contemporaneous agreements, negotiations and understandings of between the parties, both oral and written, with respect written relating to the subject matter hereof.

Entire Agreement. This Agreement (together with the other agreements ----------------- and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereofhereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with and the other documents or agreements and documents being delivered pursuant to or in connection with this Agreement) Agreement constitute the entire agreement of among the parties hereto with respect to the their subject matter hereof and thereof, and supersede all negotiations, prior agreements discussions, agreements, letters of intent, and understandings of the partiesunderstandings, oral and writtenwritten or oral, with respect relating to the subject matter hereofof this Agreement and the other documents and agreements delivered in connection with this Agreement.

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this AgreementAgreement including that certain letter agreement, dated as of the date hereof, between the Company and the Representative) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with the Transaction Documents and other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, =thereof and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

Entire Agreement. This Agreement (together with and any documents delivered by the other agreements and documents being delivered pursuant to or parties in connection with this Agreement) constitute herewith), constitutes the entire agreement of among the parties hereto with respect to the subject matter hereof and thereofof this Agreement, and supersede supersedes all prior agreements and understandings of understandings, both written and oral, among the parties, oral and written, with respect to the subject matter hereofof this Agreement.

Entire Agreement. This Agreement (together with the other ---------------- agreements and documents being delivered pursuant to or in connection with this Agreement) constitute constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereofhereof, and supersede supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.