Prior Agreements; Entirety. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements or understandings between the parties relating to its subject matter including the Material Transfer and Evaluation Agreement and its Amendment No.1 effective May 15, 2014.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

Amendments to Section 4.12. Section 4.12 is hereby amended and restated in its entirety as follows:

Amendments. [Section 5] of the Agreement shall be deleted in its entirety and replaced with the following:

Amendments to Guaranty. Section 1 of the Guaranty is amended and restated in its entirety to read as follows:

Amendments. The Credit Agreement is hereby amended by amending and restating the definition of "Excluded Debt" in its entirety as follows:

Section # Amendments to [Section 8.2.14]. [Section 8.2.14] of the Credit Agreement is hereby amended and restated in entirety to include a new covenant as follows:

Section # Amendments to [Section 8.2.15]. [Section 8.2.15][Minimum Fixed Charge Coverage Ratio] of the Credit Agreement is hereby amended and restated in entirety as follows:

Amendments to [Schedule 5.13]. [Schedule 5.13] of the Credit Agreement is amended and restated in its entirety to read as set forth on [Schedule 5.13] hereto.

Section # Amendments to [Section 8.2.16] [Maximum Leverage Ratio]. [Section 8.2.16] [Maximum Leverage Ratio] of the Credit Agreement is hereby amended and restated in entirety as follows: