Entire Agreement

Exhibits incorporated herein by reference, constitute the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound.

This Letter Agreement, including Exhibit A and Exhibit B attached to this Letter Agreement, contains the entire understanding of the Parties with respect to the subject matter hereof.

This Lease and the Purchase Agreement contain all of the agreements of the parties as to the Leased Premises. All negotiations, considerations, representations and understandings between the parties are incorporated herein and in the Purchase Agreement. This Lease may be modified or altered only by agreement in writing between the parties.

The Lease is the entire agreement between the Landlord and the Tenant. Tenant further acknowledges that the execution of this Lease shall constitute a conclusive presumption that all agreements and representations, written or verbal, previously entered into or made by the parties or their agents shall be solely those set forth in the Lease and may be amended only by an agreement in writing signed by both Landlord and Tenant. Landlord shall prepare any amendment of the Lease as aforesaid and Tenant shall pay to Landlord Landlord's costs of such preparation, unless such amendment is requested by the Landlord.

Entire Agreement. This Amendment No. 2 constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein and this amendment of the Current Agreement with respect to such subject matter, and supersedes all prior and contemporaneous proposals, agreements, contracts, representations and understandings, whether written, oral or electronic, between the parties with respect to the same subject matter.

This is the entire agreement between the parties with respect to the subject matter of this Payoff Letter. There are no other agreements or understandings, written or oral, express or implied.

This Lease constitutes the entire agreement between the parties. No representations or promises have been made by Landlord or its agents regarding the physical condition of the Building, the land, or the Premises, except as expressly stated in this Lease. No rights, easements, or licenses are acquired by Tenant unless expressly stated in this Lease. This Lease cannot be changed, modified, or discharged orally and must be in writing and signed by the party against whom enforcement is sought.

This Agreement, the Contract and each of the Securities Account Control Agreements constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede any and all prior agreements, understandings and negotiations, both written and oral, among the parties with respect to the subject matter of this Agreement.

No oral agreement exists between the parties hereto affecting this Lease. This Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties, their employees and agents, and none thereof shall be used to interpret or construe this Lease. This Lease is and shall be considered to be the only agreement between the parties, their employees and agents. All negotiations and oral agreements acceptable to both parties have been merged into and are included herein. There are no other representations or warranties between the parties and all reliance with respect to such representation is solely based upon the representations and agreement contained in this Lease.

This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all written or verbal representations, warranties, commitments and other understandings with respect to the subject matter of this Agreement prior to the date of this Agreement, including the Original Agreement.

This Agreement, the Option Agreement and the Plan constitute the entire complete and final agreement between the parties hereto with regard to the subject matter hereof.

This Agreement and the Contribution Agreement contain the entire understanding of the Members with respect to the Company and supersede all prior agreements, understandings and negotiations relating to the subject matter of this Agreement and the Contribution Agreement.

This Sublease constitutes the entire agreement between the parties and supersedes any previous oral understandings as to the subject matter hereof and may not be modified by either party unless done so in writing signed by both parties.

This Agreement and the Termination Agreement contain the entire agreement of the parties relating to Executive's employment with the Company and supersede all prior agreements and understandings with respect to such subject matter, including without limitation the Employment Agreement, and the parties hereto have made no agreements, representations or warranties relating to the subject

This Agreement sets forth the entire agreement between the parties hereto and fully supersedes any and all prior agreements or understandings, written or oral, between the parties hereto pertaining to the subject matter hereof. This Agreement cannot be amended or modified, unless such amendment or modification is in writing and signed by an authorized representative of the Company and the Employee. Notwithstanding this paragraph, nothing in this Agreement is intended to alter, amend, or reduce in any way Employee's or Company's post-termination obligations, if any, contained in any separate agreement containing post-employment obligations or restrictions, including any restrictive covenants.

This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior severance agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof, provided, however, that any NonDisclosure and Development Agreement and Non-Competition and Non-Solicitation Agreement shall remain in full force and effect.

Section 9.07 Entire Agreement. This Agreement, together with the Buyer Disclosure Letter and Company Disclosure Letter, constitute the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings and negotiations, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement.

This Lease and any Exhibits attached hereto, set forth the entire agreement between parties concerning the Premises and no subsequent agreement, amendment, change or addition to this Lease shall be binding upon either party unless reduced in writing and signed by each party.

This Agreement represents the entire agreement between the parties hereto, and there are no other agreements, contracts or understandings between the parties hereto with respect to the subject matter of this Agreement.

This Amendment constitutes the sole and only agreement of the parties hereto with respect to the subject matter hereof (other than the Lease, as amended hereby) and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter hereof and cannot be changed except by their written consent.

This Agreement, the Shareholders Agreement, the Restated Articles and any Ancillary Agreement (collectively, the "Transaction Documents"), and the schedules and exhibits hereto and thereto, which are hereby expressly incorporated herein by this reference, constitute the entire understanding and agreement among the Parties with regard to the subjects hereof and thereof.