The Grant Notice, these Standard Terms and Conditions, the Plan and the Long-Term Plan constitute the entire understanding between you and the Company regarding the Option. Any prior agreements, commitments or negotiations concerning the Option are superseded.

The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and Odonate regarding the Option. Any prior agreements, commitments or negotiations concerning the Option are superseded.

Other Agreements. Except for the Lease, the Commission Agreements (if any) and the Permitted Exceptions, Seller is not a party to any management agreements, service agreements, brokerage agreements, leasing agreements, licensing agreements, easement agreements, or other agreements or instruments in force or effect that # grant to any person or any entity any right, title, interest or benefit in and to all or any part of the Property or any rights relating to the use, operation, management, maintenance or repair of all or any part of the Property, or # establish, in favor of the Property, any right, title, interest in any other real property relating to the use, operation, management, maintenance or repair of all or any part of the Property which, in either event, will survive the Closing or be binding upon Purchaser other than those which Purchaser has agreed in writing to assume prior to Closing.

Other Agreements. Grantee understands and agrees that this Agreement does not and shall not supersede any obligations pertaining to any non-compete, non-solicitation, and confidentiality agreements that Grantee has previously entered into with the Company. Grantee further understands and agrees that, in consideration of the benefits provided to Grantee pursuant to this Agreement, Grantee’s prior agreements are hereby ratified and reaffirmed in all respects and shall remain in full force and effect in accordance with the respective terms thereof. Grantee also agrees that, during the employment or service period and for a period of two years from the end of the employment or service period, not to, directly or indirectly, # initiate, propose, support or otherwise participate in any offer to acquire, acquisition, merger, tender offer or other business combination transaction affecting Company; # initiate, propose, support or otherwise participate in any proxy contest, proxy solicitation or shareholder proposal relating to Company; # acquire any additional stock of the Company (other than pursuant to option exercises or stock purchases that are strictly a passive investment and in any event not to exceed total beneficial ownership of five percent (5%) of Company’s fully-diluted outstanding common stock); or # attempt to influence or interfere or otherwise adversely affect the Board, management or the affairs of Company. During the employment or service period and for a period of two years from the end of the employment or service period, Grantee will vote all Company shares beneficially owned by him in favor of any Board recommendation submitted to a vote of Company’s shareholders.

The Grant Notice, these Standard Terms and Conditions, the Plan and the Long Term Plan constitute the entire understanding between you and the Company regarding the Stock Units. Any prior agreements, commitments or negotiations concerning the Stock Units are superseded.

Other Agreements. Borrower is not # a party to or bound by any agreement, other than those certain leases between Borrower and tenants as disclosed on the Rent Roll and attached hereto as Exhibit “B” (collectively, the “Tenant”), or instrument adversely affecting its present or proposed businesses, properties or assets, or its operation or condition, financial or otherwise; or # in breach or default in the performance, observance or fulfillment of any material obligations, covenants or conditions set forth in any agreement or instrument to which it is a party or by which it is bound.

Entire Agreement; Previous Agreements Superseded. This Agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto. The only exception is the Stock Option Agreement referenced in Section 5.3. There are no other representations, understandings, or agreements by or between the parties which are not contained within the four corners of this Agreement.

The Grant Notice, these Standard Terms and Conditions, the Confidentiality and Inventions Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded; provided, however, that the terms of the Confidentiality and Inventions Agreement are in addition to and complement (and do not replace or supersede) all other agreements and obligations between the Company and any of its affiliates and the Participant with respect to confidentiality and intellectual property.

The Grant Notice, these Standard Terms and Conditions, the Confidentiality and Inventions Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded; provided, however, that the terms of the Confidentiality and Inventions Agreement are in addition to and complement (and do not replace or supersede) all other agreements and obligations between the Company and any of its affiliates and the Participant with respect to confidentiality and intellectual property.

Existing Credit Agreements Superseded. This Agreement shall supersede each of the Existing Credit Agreements in its entirety, except as provided in this Section 14.31 and Section 3.6. On the Closing Date, the rights and obligations of the parties under each of the Existing Credit Agreements and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided, however, that # any of the “Loans” (as defined in the Existing Credit Agreements) outstanding under the Existing Credit Agreements shall, for purposes of this Agreement, be Loans hereunder # this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreements or any other Loan Document (as defined in the Existing Credit Agreements) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrower; and # the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreements, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreements, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Revolving Credit Lenders’ interests in the Revolving Credit Loans and participations in the Letters of Credit shall be reallocated on the Closing Date in accordance with each Revolving Credit Lender’s applicable Revolving Credit Commitments, and the Revolving Credit Lenders shall make such purchases of Revolving Credit Loans from each other as are necessary to effect such reallocation. The Term Lenders’ interests in the Term Loans under the Existing Term Loan Agreement shall be reallocated on the Closing Date in accordance with each Term Lender’s applicable Term Commitments, and the Term Lenders shall make such purchases of such Term Loans from each other as are necessary to effect such reallocation. On the Closing Date, # the loan commitments of each Lender that is a party to one of the Existing Credit Agreements but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding obligations owing to the Exiting Lenders on the Closing Date will be repaid in full, and each Exiting Lender will not become a Lender under this Agreement, # each Person listed on [Schedule 1].1A attached to this Agreement shall be a Lender under this Agreement with the applicable Commitments set forth opposite its name on such [Schedule 1].1A, # each Person listed on [Schedule 1].1B attached to this Agreement shall be a Swingline Lender with the Swingline Commitment set forth opposite its name on such [Schedule 1].1B, and # each Person listed on [Schedule 1].1C attached to this Agreement shall be an Issuing Bank with the Letter of Credit Commitment set forth opposite its name.