This Agreement sets forth the complete and final agreement of the Parties with respect to the subject matter hereof and supersedes and terminates all prior agreements and understandings, written or oral, between the Parties with respect to such subject matter, including the Non-Binding Term Sheet, dated July 14, 2017, by and between the Parties.  This Agreement may be amended, and the observance of any provision of this Agreement may be waived, only by a writing signed by both Parties.  The failure by either Party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.