Entire Agreement. This instrument contains the entire agreement of the parties relating to the subject matter hereof and the Employee’s relationship with the Company, supersedes all prior agreements and understandings, and may not be waived, changed, modified, extended or discharged orally but only by agreement in writing, consented to in writing by the Company, and signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought.

Entire Agreement. This instrument contains the entire agreement of the parties relating to the subject matter hereof and the Employee’s relationship with the Company, supersedes all prior agreements and understandings, and may not be waived, changed, modified, extended or discharged orally but only by agreement in writing, consented to in writing by the Company, and signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought.

Entire Agreement. This instrument containsAgreement constitutes the entire agreementunderstanding of the parties relating to the subject matter hereofCompany and the Employee’s relationship with the Company,Employee and supersedes all prior agreements andagreements, understandings, and may notnegotiations between the parties, whether oral or written. No modification, supplement, or amendment of any provision hereof shall be waived, changed, modified, extended or discharged orally but only by agreementvalid unless made in writing, consented to in writing by the Company, and signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. parties.

Entire Agreement. This instrumentdocument contains the entire agreement ofbetween the parties relating toParties and supersedes all prior oral or written agreements, if any, concerning the subject matter hereof andor otherwise concerning Employee’s employment by the Employee’s relationship with the Company, supersedes all prior agreements and understandings, andCompany. This Agreement may not be waived, changed, modified, extended or discharged orallychanged orally, but only by a written agreement in writing, consented to in writing by the Company, and signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. both Parties.

Entire Agreement. This instrumentExcept as otherwise set forth in this Agreement, this Agreement contains the entire agreement ofbetween the parties relatingCompany and the Employee with respect to the subject matter hereof and the Employee’s relationship with the Company, supersedes all prior agreements and understandings, andthereof. This Agreement may not be amended, waived, changed, modified, extendedmodified or discharged orally but onlyexcept by agreement in writing, consented toan instrument in writing executed by the Company, and signed byor on behalf of the party against whom enforcement of any suchamendment, waiver, change, modification, extensionmodification or discharge is sought. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.

Entire Agreement. This instrument containsAgreement constitutes the complete, final, and exclusive embodiment of the entire agreement ofbetween Employee and the parties relatingCompany with regard to the subject matter hereof and the Employee’s relationship with the Company, supersedes all prior agreements or understandings whether written or oral. It is entered into without reliance on any promise or representation other than those expressly contained herein, and understandings, and may notit cannot be waived, changed, modified, extendedmodified or discharged orally but only by agreementamended except in writing, consented to in writing by the Company, anda written instrument signed by Employee and a duly authorized officer or director of the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. Company.

Entire Agreement. This instrument containsAgreement sets forth the entire agreement ofand understanding between the parties. The parties relating to the subject matter hereof and the Employee’s relationship with the Company,agree they have not relied on any oral statements that are not included in this Agreement. This Agreement supersedes all prior agreements and understandings, and may notunderstandings concerning the subject matter of this Agreement. Any modifications to this Agreement must be waived, changed, modified, extended or discharged orally but only by agreement in writing, consented to in writing by the Company,must reference this Agreement, and must be signed by Employee and an authorized employee or agent of the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. Company.

Entire Agreement. This instrument containsAgreement as herein and the other agreements referred to herein set forth the entire agreementunderstanding of the parties relatingand supersede all prior agreements, arrangements and communications, whether oral or written, pertaining to the subject matter hereof and the Employee’s relationship with the Company, supersedes all prior agreements and understandings, and mayhereof. This Agreement shall not be waived, changed, modified, extendedmodified or discharged orally but only by agreement in writing, consented to in writingamended except by the Company,mutual written agreement of the Company and signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. Employee.

Entire Agreement. This instrument contains the entire agreement of the parties relating to the subject matter hereofhereof, supersedes any and the Employee’s relationship with the Company, supersedes all prior agreements and understandings,understanding regarding the subject matter hereof, and may not be waived, changed, modified, extended or discharged orally but only by agreement in writing, consented to in writing by the Company,Company and signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought.Consultant.

Entire Agreement.Understanding. This instrument containsAgreement constitutes the entire agreement ofunderstanding between the parties relatingwith respect to the subject matter hereofof this Agreement and the Employee’s relationship with the Company, supersedes allany prior or contemporaneous discussions, representations, or agreements, whether such representations or agreements and understandings, andwere oral or written or express or implied. This Agreement may not be waived, changed, modified, extendedamended or discharged orally but onlymodified except by agreement in writing, consented to ina writing by the Company, and signed by both Employee and the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. Company.

Entire Agreement. This instrumentEmployee and the Company acknowledge that this Agreement contains the entire agreement and understanding of the parties relatingand that no other representation or agreement of any kind whatsoever has been made to the subject matter hereof and the Employee’s relationship with the Company, supersedes all prior agreements and understandings, and may not be waived, changed, modified, extended or discharged orally but only by agreement in writing, consented to in writingEmployee by the Company, and signedCompany or by the party against whom enforcement of any such waiver, change, modification, extensionother person or discharge is sought.entity to cause Employee to sign this Agreement.

Entire Agreement. This instrumentEmployee and the Company acknowledge that this Agreement and the exhibits hereto contains the entire agreement and understanding of the parties relatingand that no other representation or agreement of any kind whatsoever has been made to the subject matter hereof and the Employee’s relationship with the Company, supersedes all prior agreements and understandings, and may not be waived, changed, modified, extended or discharged orally but only by agreement in writing, consented to in writingEmployee by the Company, and signedCompany or by the party against whom enforcement of any such waiver, change, modification, extensionother person or discharge is sought.entity to cause Employee to sign this Agreement.

Entire Agreement. This instrumentEmployee and the Company acknowledge that this Agreement contains the entire agreement and understanding of the parties relatingand that no other representation or agreement of any kind whatsoever has been made to the subject matter hereof and the Employee’s relationship with the Company, supersedes all prior agreements and understandings, and may not be waived, changed, modified, extended or discharged orally but only by agreement in writing, consented to in writingEmployee by the Company, and signedCompany or by the party against whom enforcement of any such waiver, change, modification, extensionother person or discharge is sought.entity to cause Employee to sign this Agreement.

Entire Agreement. This instrumentEmployee and the Company acknowledge that this Agreement and the exhibits hereto contains the entire agreement and understanding of the parties relatingand that no other representation or agreement of any kind whatsoever has been made to the subject matter hereof and the Employee’s relationship with the Company, supersedes all prior agreements and understandings, and may not be waived, changed, modified, extended or discharged orally but only by agreement in writing, consented to in writingEmployee by the Company, and signedCompany or by the party against whom enforcement of any such waiver, change, modification, extensionother person or discharge is sought.entity to cause Employee to sign this Agreement.

Entire Agreement. This instrumentUnless specifically provided herein, this Agreement contains the entire agreementall of the parties relatingunderstandings and representations between Employee and the Company pertaining to the subject matter hereof and the Employee’s relationship with the Company, supersedes all prior agreements and contemporaneous understandings, agreements, representations and may notwarranties, both written and oral, with respect to such subject matter. The Parties mutually agree that the Agreement can be waived, changed, modified, extended or discharged orally but only by agreementspecifically enforced in writing, consented tocourt and can be cited as evidence in writing bylegal proceedings alleging breach of the Company, and signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. Agreement.

Entire Agreement. This instrument containsAgreement embodies the entire agreement of the parties relating to the subject matter hereofof this Agreement and the Employee’s relationship with the Company, supersedes all prior agreementsagreements, oral or written, regarding the subject matter hereof and understandings, and may notas to retention or bonus payments to be waived, changed, modified, extendedmade to Employee. No amendment or discharged orally but only by agreementmodification of this Agreement will be valid or binding upon the parties unless made in writing, consented to in writing by the Company, and signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. parties.

Entire Agreement. This instrument containsENTIRE AGREEMENT. The terms of this Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) are intended by the entireParties hereto to be the final expression of their agreement of the parties relatingwith respect to the subject matter hereof andemployment of Employee by the Employee’s relationship with the Company, supersedes all prior agreements and understandings,Company and may not be waived, changed, modified, extendedcontradicted by evidence of any prior or discharged orally but only bycontemporaneous agreement (including, without limitation, the Prior Agreement, any term sheet or offer letter). The Parties hereto further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in writing, consentedany judicial, administrative or other legal proceeding to vary the terms of this Agreement. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing by the Company, and signed by each of the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. Parties hereto.

Entire Agreement.Agreement; Amendment. This instrument containsAgreement supersedes any employment understanding or agreement, which may have been previously made by Employer with Employee, and this Agreement represents all the terms and conditions and the entire agreement ofbetween the parties relatinghereto with respect to the subject matter hereof and the Employee’s relationship with the Company, supersedes all prior agreements and understandings, andsuch employment. This Agreement may not be waived, changed, modified, extendedmodified or discharged orally butamended only by agreement in writing, consented to in writing by the Company, andwritten documents signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. Employer and Employee.

Entire Agreement. This instrument containsAgreement, including the recitals to this Agreement, which are incorporated herein by this reference, constitutes the entire agreement of the parties relating to the subject matter hereofof this Agreement, and the Employee’s relationship with the Company, supersedes allany prior agreements or understandings, written or oral, between the parties with respect to the subject matter of this Agreement. The previous sentence notwithstanding, Employee expressly acknowledges that Employee may be subject to additional policies and understandings,agreements instituted for the purpose of protecting Company’s Confidential Information and/or Intellectual Property; as such, Employee expressly acknowledges that all such policies and mayagreements shall be used together with this Agreement to protect such interests of Company to the fullest extent allowed by law. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties to this Agreement. The failure of any party at any time or times to require performance of any provision of this Agreement shall in no manner affect the right of such party at a later time to enforce the same. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be waived, changed, modified, extended or discharged orally but only by agreement in writing, consented tobinding unless executed in writing by the Company,party making the waiver. Employee acknowledges that Employee has had adequate opportunity to consider and signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought.secure legal advice relative to this Agreement.

Entire Agreement. This instrument containsAgreement, including the recitals to this Agreement, which are incorporated herein by this reference, constitutes the entire agreement of the parties relating to the subject matter hereofof this Agreement, and the Employee’s relationship with the Company, supersedes allany prior agreements or understandings, written or oral, between the parties with respect to the subject matter of this Agreement. The previous sentence notwithstanding, Employee expressly acknowledges that Employee may be subject to additional policies and understandings,agreements instituted for the purpose of protecting Company’s Confidential Information and/or Intellectual Property; as such, Employee expressly acknowledges that all such policies and mayagreements shall be used together with this Agreement to protect such interests of Company to the fullest extent allowed by law. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties to this Agreement. The failure of any party at any time or times to require performance of any provision of this Agreement shall in no manner affect the right of such party at a later time to enforce the same. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be waived, changed, modified, extended or discharged orally but only by agreement in writing, consented tobinding unless executed in writing by the Company,party making the waiver. Employee acknowledges that Employee has had adequate opportunity to consider and signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought.secure legal advice relative to this Agreement.

Section # Entire Agreement. This instrumentAgreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer, and contains the entire agreementall of the covenants and agreements between the parties relatingwith respect to the subject matter hereof and the Employee’s relationship with the Company, supersedes all prior agreements and understandings, and may not be waived, changed, modified, extended or discharged orally but only by agreementsuch employment in writing, consented to in writing by the Company, and signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. manner whatsoever.

Section # Entire Agreement. This instrumentAgreement supersedes, amends and restates any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer, and contains the entire agreementall of the covenants and agreements between the parties relatingwith respect to the subject matter hereof and the Employee’s relationship with the Company, supersedes all prior agreements and understandings, and may not be waived, changed, modified, extended or discharged orally but only by agreementsuch employment in writing, consented to in writing by the Company, and signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. manner whatsoever.