Entire Agreement. This Agreement sets forth the entire understanding of the parties regarding this subject matter and supersedes all prior contracts, agreements, arrangements, communications, discussions, term sheets, representations and warranties, whether oral or written, between the parties regarding this subject matter (including any prior employment or similar agreement between the parties but excluding any breaches by Executive thereunder prior to the Effective Date). Notwithstanding the foregoing, to the extent Executive is required by law or by any other agreement to protect the Confidential Information, Work Product, or other intellectual property or business interests of the Company or its Subsidiaries, or to assign the Work Product or other intellectual property rights to the Company or any of its Subsidiaries, in each case such obligations shall remain in full force and effect in addition to all obligations under this Agreement.

Entire Agreement. This Agreement sets forthAgreement, together with the other agreements specifically referenced herein and the Exhibits attached hereto, embodies the entire agreement and understanding ofbetween the parties regarding thishereto with respect to the subject matter hereof and supersedes all prior contracts, agreements, arrangements, communications, discussions, term sheets, representations and warranties, whether oral or written, betweenwritten agreements and understandings relating to the parties regarding this subject matter (including any prior employment or similar agreement betweenhereof, including, but not limited to, the parties but excluding any breaches by Executive thereunder prior to the Effective Date).Prior Employment Agreement. Notwithstanding the foregoing, nothing herein shall impact, affect, supersede, change, or modify the terms of the Agreement to the extent Executive is required by law or by any other agreement to protect theProtect Confidential Information, Work Product, Inventions and Business and/or other intellectual propertythe Confidentiality and Information Systems Usage Agreement that Exeutive previously executed with Company. No statement, representation, warranty, covenant or business interestsagreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the Company or its Subsidiaries, or to assign the Work Product or other intellectual property rights to the Company or anyexpress terms and provisions of its Subsidiaries, in each case such obligations shall remain in full force and effect in addition to all obligations under this Agreement.

Entire Agreement. This Agreement sets forthcontains the entire understanding of the parties regarding this subject matter and supersedes all prior contracts, agreements, arrangements, communications, discussions, term sheets, representations and warranties, whether oral or written, between the parties regarding this subject matter (including any prior employment or similar agreement between the parties but excluding any breaches byCompany and Executive thereunder priorwith respect to the subject matter hereof and, from and after the Effective Date). Notwithstanding the foregoing, to the extent Executive is required by law or byDate, this Agreement shall supersede any other agreement to protect the Confidential Information, Work Product,(oral or other intellectual property or business interests ofwritten) between the Company or its Subsidiaries, or to assign the Work Product or other intellectual property rightsand Executive with respect to the Company or any of its Subsidiaries, in each case such obligations shall remain in full force and effect in addition to all obligations under this Agreement.subject matter hereof.

Entire Agreement. This Agreement sets forthcontains the entire understandingagreement of the parties regarding this subject matterthe employment of Executive by the Company and supersedes allany prior contracts, agreements, arrangements, communications, discussions, term sheets, representations and warranties,agreement, arrangement, or understanding, whether oral or written, between the parties regarding this subject matter (including any priorCompany and Executive concerning Executive's employment or similar agreement between the parties but excluding any breaches by Executive thereunder prior to the Effective Date). Notwithstanding the foregoing, to the extent Executive is required by law or by any other agreement to protect the Confidential Information, Work Product, or other intellectual property or business interests of the Company or its Subsidiaries, or to assign the Work Product or other intellectual property rights to the Company or any of its Subsidiaries, in each case such obligations shall remain in full force and effect in addition to all obligations under this Agreement.hereunder.

Entire Agreement. This Agreement, along with the Confidentiality Agreement sets forthand the Equity Documents (to the extent and as applicable), contains the entire understanding of the parties regarding this subject matterwith respect to Executive’s employment and supersedes allany prior contracts, agreements, arrangements, communications, discussions, term sheets, representations and warranties, whether oralagreements or written,understandings (including verbal agreements) between the parties regarding thisrelating to the subject matter (including any prior employmentof this agreement. There are no restrictions, agreements, promises, warranties, covenants or similar agreementundertakings between the parties but excluding any breaches by Executive thereunder priorwith respect to the Effective Date).subject matter herein other than those expressly set forth herein. Notwithstanding the foregoing, toExecutive shall be covered by the extent Executive is required by law or by any other agreement to protect the Confidential Information, Work Product, or other intellectual property or business interestsCompany’s applicable liability insurance policy and its indemnification provisions for actions taken on behalf of the Company during the course of Executive’s employment. This Agreement may not be altered, modified, or its Subsidiaries, or to assignamended except by written instrument signed by the Work Product or other intellectual property rights to the Company or any of its Subsidiaries, in each case such obligations shall remain in full force and effect in addition to all obligations underparties that references this Agreement.[Section 10(b)].

Entire Agreement; Termination of Original Employment Agreement. This Agreement sets forthcontains the entire understanding of the parties regarding this subject matter and supersedes all prior contracts, agreements, arrangements, communications, discussions, term sheets, representations and warranties, whether oral or written, between the parties regarding this subject matter (including any prior employment or similar agreement between the parties but excludingconcerning the subject matter hereof and supersedes any breaches byprior employment, severance, confidentiality or invention assignment agreement between the parties hereto; provided however, that the Company reserves and shall retain all rights and remedies it may have against the Executive thereunderwith respect to any breach of any prior toconfidentiality and invention assignment agreements. Additionally, except as set forth herein, the Effective Date). Notwithstanding the foregoing, to the extent Executive is required by lawrepresents and acknowledges that no other agreement, promise or understanding, express or implied, including any guarantee of future compensation or continued employment, has been made by any other agreementperson to protectinduce the Confidential Information, Work Product, or other intellectual property or business interests of the Company or its Subsidiaries, orExecutive to assign the Work Product or other intellectual property rights to the Company or any of its Subsidiaries, in each case such obligations shall remain in full force and effect in addition to all obligations underenter into this Agreement.

Entire Agreement. This Agreement sets forth the entire understandingembodies all of the parties regarding this subject matterrepresentations, warranties, and supersedesagreements between the Parties relating to Executive’s employment with the Company. No other representations, warranties, covenants, understandings, or agreements exist between the Parties relating to Executive’s employment. This Agreement shall supersede all prior contracts, agreements, arrangements, communications, discussions, term sheets, representations and warranties, whether oralwritten or written, betweenoral, relating to Executive’s employment. This Agreement may not be amended or modified except by a writing signed by the parties regarding this subject matter (including any prior employment or similar agreement between the parties but excluding any breaches by Executive thereunder prior to the Effective Date). Notwithstanding the foregoing, to the extent Executive is required by law or by any other agreement to protect the Confidential Information, Work Product, or other intellectual property or business interests of the Company or its Subsidiaries, or to assign the Work Product or other intellectual property rights to the Company or any of its Subsidiaries, in each case such obligations shall remain in full force and effect in addition to all obligations under this Agreement.Parties.

Section # Entire Agreement. This Agreement sets forthcontains the entire understanding of the parties regarding this subject matter and supersedes all prior contracts, agreements, arrangements, communications, discussions, term sheets, representations and warranties, whether oral or written, between the parties regarding thishereto with respect to the subject matter (includinghereof and supersedes in all respects any prior employment or similar agreement between the parties but excluding any breaches by Executive thereunder prior to the Effective Date). Notwithstanding the foregoing, to the extent Executive is required by law or by any other agreement to protect the Confidential Information, Work Product, or other intellectual propertyunderstanding, written or business interests of the Company or its Subsidiaries, or to assign the Work Product or other intellectual property rights tooral, between the Company or any affiliate of its Subsidiaries, in each casethe Company and Executive with respect to such obligations shall remain in full force and effect in addition to all obligations under thissubject matter, including the Employment Agreement.

Entire Agreement. This Agreement sets forthconstitutes the entire understanding ofamong the parties regarding this subject matterparties, superseding all previous employment agreements between Employer and supersedes all prior contracts, agreements, arrangements, communications, discussions, term sheets, representationsExecutive and warranties, whetherany previous understandings, oral or written, betweenpertaining to the parties regarding this subject matter (includingcontained herein. No party has relied or will rely upon any prior employmentoral or similar agreement between the parties but excluding any breaches by Executive thereunder priorother written representation or oral or written information made or given to the Effective Date). Notwithstanding the foregoing, to the extent Executive is required by law orsuch party by any other agreement to protect the Confidential Information, Work Product,party, representative of such party or other intellectual property or business interests of the Company oranyone acting on its Subsidiaries, or to assign the Work Product or other intellectual property rights to the Company or any of its Subsidiaries, in each case such obligations shall remain in full force and effect in addition to all obligations under this Agreement.behalf.

ENTIRE AGREEMENT. This Agreement sets forthcontains and constitutes the entire understanding ofagreement between the parties regarding this subject matterExecutive and the Company and supersedes alland cancels any prior contracts, agreements, arrangements,representations, warranties, or communications, discussions, term sheets, representations and warranties, whether oral or written, between the parties regarding this subject matter (including any prior employment or similar agreement between the parties but excluding any breaches by Executive thereunder prior to the Effective Date). Notwithstanding the foregoing, to the extent Executive is required by law or by any other agreement to protect the Confidential Information, Work Product, or other intellectual property or business interests ofand the Company or its Subsidiaries, or to assign the Work Product or other intellectual property rightsSubsidiaries relating to the subject matter hereof in any way (including the Employment Agreement between the Executive and the Company or any of its Subsidiaries, in each case such obligations shall remain in full force and effect in addition to all obligations under this Agreement.dated ​).