Complete Agreement. This Agreement constitutes the entire agreement between Executive and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the Parties’ agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations, including (without limitation) the Offer Letter. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in a writing signed by a duly authorized officer of the Company.

#Complete Agreement. This Agreement constitutes the entire agreement between Executive and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the Parties’their agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation,matter, and will supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations,between the parties with respect to the subject matter hereof, including (without limitation)without limitation, the Offer Letter. ItPrior Agreement. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein,herein or therein and it cannot be modified or amended except in a writing signed by a duly authorizedan officer of the Company.Company and Executive.

Complete Agreement. This Agreement constitutesand those documents expressly referred to herein, embody the entirecomplete agreement between Executive and understanding among the parties hereto and supersede and preempt any prior understandings, agreements (including employment agreements and offer letters, whether with the Company with regard to this subject matter and isGroup or any predecessor) or representations by or among the complete, final, and exclusive embodiment of the Parties’ agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation,parties, written or oral, otherwhich may have been related to the subject matter hereof in any way (other than those expressly contained herein, and it supersedesany restrictive covenants included in any other such promises, warrantiesagreement or representations, including (without limitation)arrangement to which Executive is a party, which covenants shall apply in addition to and not in lieu of any covenants obligating Executive hereunder to the Offer Letter. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in a writing signedmaximum extent permitted by a duly authorized officer of the Company.law).

Entire Agreement. This Agreement constitutes the entire agreement between Executive and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the Parties’entire agreement between Employee and the Company with regard to thisthe subject matter. This Agreement is entered into without reliance on any promisematter hereof and supersedes all prior agreements or representation,understandings whether written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations, including (without limitation) the Offer Letter.oral. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in a writingwritten instrument signed by Employee and a duly authorized officer or director of the Company.

Entire Agreement. This Agreement constitutescontains the entire agreementcomplete understanding between Executive and the Company with regardParties as to thisthe subject matter and is the complete, final, and exclusive embodiment of the Parties’ agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes anyno other such promises, warrantiespromises or representations, including (without limitation)agreements shall be binding unless signed by both an authorized representative of the Offer Letter. It is entered into without relianceCompany and Executive. In signing this Agreement, the Parties are not relying on any promisefact, statement, or representation other than those expressly contained herein, and it cannot be modified or amended exceptassumption not set forth in a writing signed by a duly authorized officer of the Company.this

Entire Agreement. This Agreement constitutescontains the entire agreement of the parties. It supersedes any and all other agreements, either oral or in writing, between Executive and the Companyparties hereto with regardrespect to the matters covered herein, including, without limitation, the Prior Agreement. Each party to this subject matterAgreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and isthat no other agreement, statement, or promise relating to the complete, final,matters covered herein and exclusive embodiment of the Parties’ agreement with regard tonot contained in this subject matter.Agreement shall be valid or binding. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations, including (without limitation) the Offer Letter. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannotmay not be modified or amended exceptby oral agreement, but only by any agreement in a writing signed by a dulyan authorized officer of the Company.Company and the Executive.

Complete Agreement. This Agreement constitutesAgreement; Amendments. Except as expressly stated herein, this Agreement, including the entireRecitals, represents the complete agreement between Executive and the Company with regard to thisconcerning the subject matter in this Agreement and is the complete, final, and exclusive embodiment of the Parties’ agreement with regard to this subject matter. This Agreement is entered into without reliance on any promisesupersedes all prior agreements or representation,understandings, written or oral, other than those expressly contained herein, and it supersedes any otherwhich relate to such promises, warrantiessubject matter. In executing this Agreement, none of the Parties has relied or representations, including (without limitation) the Offer Letter. It is entered into without reliancerelying on any promiserepresentation with respect to the subject matter of this Agreement or any representation otherinducing the execution of this Agreement except those representations as are expressly set forth in this Agreement, and the Parties acknowledge that they have relied on their own judgment in entering into this Agreement. This Agreement may not be amended or modified otherwise than those expressly contained herein, and it cannot be modified or amended except in a writing signed by a duly authorized officer ofwritten agreement executed by the Company.Parties hereto or their respective successors and legal representatives.

Entire Agreement. This Agreement constitutes the entire agreement between Executive and the Company with regard to this subject matter and is the complete, final, and exclusive embodimentembodies all of the Parties’ agreementrepresentations, warranties, and agreements between the Parties relating to Executive’s employment with regardthe Company. No other representations, warranties, covenants, understandings, or agreements exist between the Parties relating to this subject matter.Executive’s employment. This Agreement is entered into without reliance on any promise or representation,shall supersede all prior agreements, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warrantiesrelating to Executive’s employment. This Agreement may not be amended or representations, including (without limitation) the Offer Letter. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except inby a writing signed by a duly authorized officer of the Company.Parties.

Entire Agreement. This Agreement constitutes the entire agreementunderstanding among the parties, superseding all previous employment agreements between Employer and Executive and the Company with regardany previous understandings, oral or written, pertaining to thisthe subject matter and is the complete, final, and exclusive embodiment of the Parties’ agreement with regardcontained herein. No party has relied or will rely upon any oral or other written representation or oral or written information made or given to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedessuch party by any other party, representative of such promises, warrantiesparty or representations, including (without limitation) the Offer Letter. It is entered into without relianceanyone acting on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in a writing signed by a duly authorized officer of the Company.its behalf.

This Agreement constitutesembodies the entire agreement of the parties and supersedes all prior agreements or arrangements between Executive andthe parties hereto relating to the subject matter hereof, including any severance program or policy of the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the Parties’ agreement with regard to this subject matter.for which Executive may have otherwise been eligible. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations, including (without limitation) the Offer Letter. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannotmay not be modified or amended except inby a writingwritten instrument signed by a dulyboth Executive and an authorized officerrepresentative of the Company.