This Agreement, the Indemnification Agreement, the award agreements governing the Sign-On Option and Sign-On RSUs, and the Restrictive Covenants Agreement, each as modified herein, set forth the entire understanding of the parties with respect to the subject matter hereof and supersede all existing agreements between them concerning such subject matter. Except as preserved by express reference in Sections 3(a) and 3(b), the Offer Letter and the Restrictive Covenants Agreement shall be superseded entirely by this Agreement and such agreements shall be terminated and be of no further force or effect. This Agreement may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.