Entire Agreement, Amendment and Waiver. This Agreement constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications respecting such subject matter including, without limitation, that certain Term Sheet dated at or around April 30, 2011; provided, however, that the provisions in this Agreement are not intended to modify, expand or extinguish any restrictive covenants in any other agreement or arrangement between you and the Company or any of its affiliates. This Agreement shall not be modified, amended or in any way altered except by written instrument signed by you and the Company’s chief executive officer (or, in the case you are the Company’s chief executive officer, by another officer of the Company acting at the direction of the Board.) A waiver by either party hereto of any rights or remedies hereunder on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.

Entire Agreement, AmendmentAmendments and Waiver.Waivers. This Agreement constitutesmay be amended, modified, or superseded only by written instrument executed by all parties hereto. Any waiver of the entire agreement between youterms, provisions, covenants, representations, warranties, or conditions hereof shall be made only by a written instrument executed and delivered by the Company with respectparty waiving compliance. Any waiver granted by a corporate party hereto shall be effective only if executed and delivered by the chief executive officer, president, or any vice president of such party. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the subject matter hereof and supersedesright to enforce the same. No waiver by any and all priorparty of any condition, or contemporaneous oralof the breach of any term, provision, covenant, representation, or written communications respecting such subject matter including, without limitation, that certain Term Sheet dated at or around April 30, 2011; provided, however, that the provisionswarranty contained in this Agreement are not intendedin one or more instances shall be deemed to modify, expandbe or extinguish any restrictive covenants in any other agreementconstrued as a further or arrangement between you and the Company or any of its affiliates. This Agreement shall not be modified, amended or in any way altered except by written instrument signed by you and the Company’s chief executive officer (or, in the case you are the Company’s chief executive officer, by another officer of the Company acting at the direction of the Board.) Acontinuing waiver by either party hereto of any rightssuch condition or remedies hereunder on any occasion shall not bebreach or a bar to the exercise of the same right or remedy on any subsequent occasion orwaiver of any other rightcondition or remedy atthe breach of any time.other term, provision, covenant, representation, or warranty.

Entire Agreement, Amendment and Waiver.Agreement; Amendments. This Agreement constitutes the entire agreement between you and the Companyparties with respectregard to the subject matter hereof and supersedes any andthereof, superseding all prior agreements or contemporaneous oralunderstandings, whether written or written communications respecting such subject matter including, without limitation, that certain Term Sheet dated atoral, between or around April 30, 2011; provided, however, thatamong the provisions in thisparties. This Agreement are not intended to modify, expandmay be amended, modified, superseded, cancelled, renewed or extinguish any restrictive covenants in any other agreement or arrangement between youextended, and the Company or any of its affiliates. This Agreement shall notterms and conditions hereof may be modified, amended or in any way altered exceptwaived, only by a written instrument signed by you and the Company’s chief executive officer (or,all parties, or, in the case you areof a waiver, by the Company’s chief executive officer, by another officer ofparty waiving compliance. Except as expressly stated herein, no delay on the Company acting at the direction of the Board.) A waiver by either party heretopart of any rightsparty in exercising any right, power or remediesprivilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any occasion shall not be a bar to theparty of any right, power or privilege hereunder preclude any other or future exercise of the same right or remedy on any subsequent occasion or of any other rightright, power or remedy at any time.privilege hereunder.

Entire Agreement, Amendment and Waiver.Amendments; Waivers. This Agreement constitutesmay not be modified, amended, or terminated except by an instrument in writing, approved by the entire agreement between youChief Executive Officer and signed by the Executive and the Company. By an instrument in writing similarly executed, the Executive or the Company may, with respectthe approval of the Chief Executive Officer, waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to the subject matter hereof and supersedes any and all priorcomply with or contemporaneous oral or written communications respecting such subject matter including, without limitation, that certain Term Sheet dated at or around April 30, 2011;perform; provided, however, that the provisions in this Agreement aresuch waiver shall not intended to modify, expandoperate as a waiver of, or extinguish any restrictive covenants inestoppel with respect to, any other agreement or arrangement between yousubsequent failure. No failure to exercise and the Companyno delay in exercising any right, remedy or power hereunder shall preclude any of its affiliates. This Agreement shall not be modified, amendedother or in any way altered except by written instrument signed by you and the Company’s chief executive officer (or, in the case you are the Company’s chief executive officer, by another officer of the Company acting at the direction of the Board.) A waiver by either party hereto of any rights or remedies hereunder on any occasion shall not be a bar to thefurther exercise of the same right or remedy on any subsequent occasion or of any other rightright, remedy or remedy at any time.power provided herein or by law or in equity.

Entire Agreement, Amendment and Waiver.Amendments; Waivers. This Agreement constitutesmay not be modified, amended, or terminated except by an instrument in writing signed by Executive and a duly authorized representative of the entire agreement between you andCompany. By an instrument in writing similarly executed, Executive or a duly authorized officer of the CompanyCompany, as applicable, may waive compliance by the other Party with respectany specifically identified provision of this Agreement that such other Party was or is obligated to the subject matter hereof and supersedes any and all priorcomply with or contemporaneous oral or written communications respecting such subject matter including, without limitation, that certain Term Sheet dated at or around April 30, 2011;perform; provided, however, that the provisions in this Agreement aresuch waiver shall not intended to modify, expandoperate as a waiver of, or extinguish any restrictive covenants inestoppel with respect to, any other agreement or arrangement between yousubsequent failure. No failure to exercise and the Companyno delay in exercising any right, remedy, or power hereunder shall preclude any of its affiliates. This Agreement shall not be modified, amendedother or in any way altered except by written instrument signed by you and the Company’s chief executive officer (or, in the case you are the Company’s chief executive officer, by another officer of the Company acting at the direction of the Board.) A waiver by either party hereto of any rights or remedies hereunder on any occasion shall not be a bar to thefurther exercise of the same right or remedy on any subsequent occasion or of any other rightright, remedy, or remedy at any time.power provided herein or by law or in equity.

Entire Agreement, Amendment and Waiver. This Agreement constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications respecting such subject matter including, without limitation, that certain Term Sheet dated at or around April 30, 2011; provided, however, that theThe provisions inof this Agreement are not intended to modify, expand or extinguish any restrictive covenants in any other agreement or arrangement between you and the Company or any of its affiliates. This Agreement shall notmay be modified, amended or in any way altered except bywaived only with the prior written instrument signed by you and the Company’s chief executive officer (or, in the case you are the Company’s chief executive officer, by another officerconsent of the Company acting atand Executive, and no course of conduct or failure or delay in enforcing the directionprovisions of this Agreement shall affect the Board.) A waiver by either party heretovalidity, binding effect or enforceability of any rights or remedies hereunder on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.this Agreement.