Prior Agreements. The Severance Benefits under this Plan shall supersede and be in lieu of any severance benefits and/or payments provided under the Plan as in effect prior to the Effective Date or under any other agreements, arrangements or severance plans by and between the Participant and the Employer, except to the extent any other such agreements, arrangements or severance plans entered into after the Effective Date specifically state that they supersede this Plan, or to the extent a Participant’s employment or similar agreement provides for severance benefits that, in the aggregate, are more favorable to the Participant (in which case, such greater benefits will be paid under this Plan).

. Executive hereby represents and warrants to the Company that the execution of this Agreement by Executive and his employment by the Company and the performance of his duties hereunder will not violate or be a breach of any agreement with a former employer, client, or any other person or entity. Further, Executive agrees to indemnify the Company for any claim, including, but not limited to, attorneys’ fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against the Company based upon or arising out of any non-competition, invention, or secrecy agreement between Executive and such third party that was in existence as of the Effective Date of this Agreement

No Prior Agreements. Executive hereby represents and warrants to the Company that Executive’s execution of this Agreement on the Effective Date and Executive’s commencing her employment on the Start Date and the performance of her duties hereunder will not violate or be a breach of any agreement with a former employer, client, or any other person or entity to which Executive is subject or bound.

No Prior Agreements. Executive hereby represents and warrants to the Company that the execution of this Agreement by Executive and Executive’s employment by the Company and the performance of Executive’s duties hereunder will not violate or be a breach of any agreement with a former employer, client, or any other person or entity.

No Prior Agreements. In order to induce the Company to offer you this position of employment, you are hereby confirming for us that you are not a party to or otherwise subject to or bound by the terms of any contract, agreement or understanding that in any manner would limit or otherwise affect your ability to perform your obligations hereunder. You further represent and warrant that your employment by the Company would not under any circumstances require you to disclose or use any Confidential Information belonging to any third parties, or to engage in any conduct which may potentially interfere with contractual, statutory or common-law rights of third parties.

Prior Agreements. Unless and except to the extent that # this Agreement specifically provides that it amends and restates an earlier guaranty or # Bank shall hereafter expressly agree in writing to limit the effectiveness of this Agreement, the effect of any earlier or later guaranty by Guarantor shall be cumulative with this Agreement, and all guaranties by Guarantor shall be construed to provide Bank with the broadest possible scope and amount of guaranteed obligations.

No Prior Agreements. The Executive represents and warrants that Executive’s performance of all the terms of this Agreement does not and shall not breach any fiduciary or other duty or any covenant, agreement or understanding (including, without limitation, any agreement relating to any proprietary information, knowledge or data acquired in confidence, trust or otherwise) to which Executive is a party or by the terms of which he may be bound. The Executive further covenants and agrees not to enter into any agreement or understanding, either written or oral, in conflict with the provisions of this Agreement.

Prior Agreements. This letter agreement constitutes the entire agreement of the parties with regard to its subject matter, and supersedes all previous written or oral representations, agreements and understandings between the parties with regard to such subject matter. Notwithstanding the foregoing, and for the avoidance of doubt, nothing herein supersedes that certain # letter agreement, dated September 23, 2019, as amended November 5, 2021 between you and the Company and governing the terms of your employment or # Employee Confidentiality, Assignment and Noncompetition Agreement signed by you on March 26, 2019. Additionally, except as provided in [Section 2] herein, each stock option agreement or restricted stock unit agreement with respect to outstanding awards made under the Employer’s 2016 Stock Incentive Plan or 2020 Equity Incentive Plan remains in full force and effect in accordance with its terms.

Prior Agreements. The Parties agree on behalf of themselves and their respective Affiliates that any prior Confidentiality Agreement, by and between Apellis and SFJ (the “Prior CDA”) is hereby terminated and superseded by this Agreement and that all Information disclosed under or pursuant to the Prior CDAs will constitute Confidential Information disclosed pursuant to this Agreement and will be subject to the terms of Article 10, with the confidentiality and non-use provisions of Article 10 applying retroactively to such Confidential Information from the date of disclosure.

Prior Agreements. This Agreement shall supersede and replace any and all other employment agreements which may have been entered into by and between the parties. Any such prior employment agreements shall be of no force and effect.