Common use of Entire Agreement; No Third-Party Beneficiaries Clause in Contracts

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or and shall not confer upon any Person other Person than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementrights hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly provided in Section 3.3.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Except to the extent provided under Section 3.3, this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandingsundertakings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof. This There are no third party beneficiaries of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person other Person than the parties hereto and their respective successors and permitted assigns, any rightrights, benefit remedies, obligations or remedy of any nature whatsoever under or by reason of this Agreementliabilities.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, along with the specific references to the Merger Agreement, constitutes the entire complete, final and exclusive agreement among the parties and supersedes any and all prior agreements and understandings, both written and or oral, among the parties heretofore made with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rightrights, benefit benefits or remedy remedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement and supersedes all prior agreements and agreements, understandings, both negotiations and discussions, whether written and or oral, among between the parties hereto with respect to the subject matter hereof. This , so that no such external or separate agreement relating to the subject matter of this Agreement shall have any effect or be binding upon and inure solely binding, unless the same is referred to the benefit of each party hereto and their respective successors and permitted assigns, and nothing specifically in this Agreement, express Agreement or implied, is executed by the parties after the date hereof; and (ii) is not intended to or shall confer upon any other Person person any rightrights or remedies hereunder, benefit or remedy of and shall not be enforceable by any nature whatsoever under or by reason of party not a signatory to this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This of this Agreement shall be binding upon and inure solely supersedes any prior discussions, correspondence, negotiation, proposed term sheet, agreement, understanding or agreement and there are no agreements, understandings, representations or warranties between the parties other than those set forth or referred to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, and this Agreement is not intended to confer in or shall confer upon any other Person any right, benefit or remedy on behalf of any nature whatsoever under Person not a party to this Agreement (and their successors and assigns) any rights, benefits, causes of action or by reason of this Agreementremedies with respect to the subject matter or any provision hereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among between Parent and Merger Sub, on the parties one hand, and Company Stockholder, on the other hand, with respect to the subject matter hereof. This of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, (b) is not intended to or confer, nor shall confer it confer, upon any Person other Person than the parties hereto any right, benefit rights or remedy remedies or benefits of any nature whatsoever under or by reason of this Agreementwhatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, (ii) is not intended to or confer, nor shall confer it confer, upon any Person other Person than the parties hereto any right, benefit rights or remedy remedies or benefits of any nature whatsoever under or by reason whatsoever, other than the Company which is an express third-party beneficiary of Section 5(f) of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among understanding of the parties hereto with respect to the subject matter hereof. This Agreement shall be binding upon matters hereof and inure solely thereof and supersedes any and all prior negotiations, agreements, arrangements and understandings between the parties, written or oral, relating to the benefit of each party hereto and their respective successors and permitted assignsmatters provided for herein or therein. Except as expressly provided in this Agreement, and nothing contained in this Agreement, express or implied, is intended to or shall confer upon on any Person other Person than the parties hereto and their heirs, successors and permitted assigns, any rightrights, benefit benefits, remedies or remedy of any nature whatsoever claims under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandingsundertakings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among of the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between or among the parties hereto (whether written or oral) with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties hereto or shall confer upon their respective successors, any other Person any rightrights, benefit remedies, obligations or remedy of any nature whatsoever under or by reason of this Agreementliabilities.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and and, other than as provided in Section 3.03(h), nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes any and all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the agreements referred to herein constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly provided in Section 3.3.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement constitutes Agreement, together with the Merger Agreement, constitute the entire agreement of the parties and supersedes supersede all prior agreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof. This ; provided that if there is any conflict between this Agreement and the Merger Agreement, this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementcontrol.

Entire Agreement; No Third-Party Beneficiaries. This Subject to and except as may be specifically provided herein, this Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This hereof and no party is relying on any other oral or written representation, agreement or understanding and no party makes any express or implied representation or warranty in connection with the transactions contemplated by this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing other than as set forth in this Agreement, express or implied, Agreement and (ii) is not intended to or shall confer upon any Person other Person than the parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among between the parties Parties with respect to the subject matter hereof. This Agreement shall be binding does not, and is not intended to, confer any rights or remedies upon and inure solely any person other than the Parties (or their Affiliates, successors, assignees or subcontractors to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementextent set forth herein).

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the exhibits and schedules hereto) and the Ancillary Agreements are intended by the parties as a complete statement of the entire agreement and supersedes all prior agreements and understandings, both written and oral, among understanding of the parties with respect to the subject matter hereofhereof and all matters between the parties related to the subject matter herein or therein set forth. This Agreement shall be binding upon is made among, and inure solely to for the benefit of each party hereto and their respective successors and permitted assignsof, the parties hereto, and nothing in this Agreementthe parties do not intend to create any third-party beneficiaries hereby, express or implied, is intended to or shall confer upon any and no other Person shall have any rightrights arising under, benefit or remedy of any nature whatsoever under interests in or by reason of to, this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This of this Agreement shall be binding upon and inure solely supersedes any prior discussions, correspondence, negotiation, proposed term sheet, agreement or understanding and there are no agreements, understandings, representations or warranties between the parties with respect to the benefit subject matter of each party hereto and their respective successors and permitted assigns, and nothing this Agreement other than those set forth or referred to in this Agreement, express or implied, and this Agreement is not intended to confer in or shall confer upon any other Person any right, benefit or remedy on behalf of any nature whatsoever under Person not a party to this Agreement (and their successors and assigns) any rights, benefits, causes of action or by reason of this Agreementremedies with respect to the subject matter or any provision hereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any other Person other than the parties hereto any rightrights or remedies. This Agreement is not intended to and shall not be construed to give any third-party any interest or rights (including, benefit without limitation, any third-party beneficiary rights) with respect to or remedy of in connection with any nature whatsoever under agreement or by reason of this Agreementprovision contained herein or contemplated hereby.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and, except as provided below with respect to successors and assigns, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties hereto, with respect to the subject matter hereof. This Agreement hereof and (ii) is not intended to, nor shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignsit, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person person any rightrights, benefit benefits or remedy remedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the exhibits and schedules hereto and the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the Parties in respect of its subject matters and supersedes all prior agreements and understandings, both agreements, or representations by or among the Parties, written and or oral, among to the parties with respect extent they relate in any way to the subject matter hereofhereof or the transactions contemplated hereby. This Agreement shall be binding upon and inure solely to the benefit of each There are no third party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever beneficiaries having rights under or by reason of with respect to this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both written oral and oralwritten, among between the parties with respect to the subject matter hereofof this Agreement. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the exhibits and schedules hereto) are intended by the parties as a complete statement of the entire agreement and supersedes all prior agreements and understandings, both written and oral, among understanding of the parties with respect to the subject matter hereofhereof and all matters between the parties related to the subject matter herein or therein set forth. This Agreement shall be binding upon is made among, and inure solely to for the benefit of each party hereto and their respective successors and permitted assignsof, the parties hereto, and nothing in this Agreementthe parties do not intend to create any third-party beneficiaries hereby, express or implied, is intended to or shall confer upon any and no other Person shall have any rightrights arising under, benefit or remedy of any nature whatsoever under interests in or by reason of to, this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or and shall not confer upon any Person other Person than the parties hereto any rightrights hereunder; provided, benefit or remedy of any nature whatsoever under or by reason of however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this AgreementSection 4(f), Section 3, Section 4(h) and Section 4(o).

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, understanding among the parties with respect to the subject matter hereofhereof and thereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter in any way. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes understanding between the Parties with respect to the subject matter hereof and supersede all prior agreements negotiations, agreements, commitments, writings, courses of dealing and understandings, both written and oral, among the parties understandings with respect to the subject matter hereof. This Agreement shall be binding upon and inure is solely to for the benefit of each party hereto the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended should not be deemed to or shall confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other Person any right, benefit or remedy right in excess of any nature whatsoever under or by reason of those existing without reference to this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall will be binding upon and and, except as provided in Article V, inure solely to the benefit of each party hereto and their respective successors and permitted assignsParty. Except as set forth in the immediately preceding sentence, and nothing in this Agreement, express or implied, is intended to or shall will confer upon any other Person that is not a Party any rightrights, benefit benefits or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Schedules and Exhibits attached hereto) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereofof this Agreement. This Nothing in this Agreement is intended or shall be binding upon and inure solely construed to give any Person, other than the benefit of each party hereto and Parties hereto, their respective successors and permitted assigns, and nothing in this Agreement, express any legal or implied, is intended to or shall confer upon any other Person any equitable right, benefit remedy or remedy of any nature whatsoever claim under or by reason in respect of this AgreementAgreement or any provision contained herein.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementreason.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including all attachments, exhibits, and amendments hereto) is intended by the entire parties as the final and binding expression of their contract and agreement and supersedes as the complete and exclusive statement of the terms thereof. This Agreement cancels, supersedes, and revokes all prior negotiations, representations and agreements and understandings, both written and oral, among the parties with respect parties, whether oral or written, relating to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and agreements, arrangements or understandings, both whether written and or oral, among the parties with respect to the subject matter hereofof this Agreement. This Agreement shall be binding upon bind and inure solely to the benefit of each party hereto and be enforceable by the parties and their respective successors and permitted assigns, . This Agreement (including the documents and nothing instruments referred to in this Agreement, express or implied, ) is not intended to or shall and does not confer upon any Person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever remedies under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties hereto with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreementthere are no agreements, express understandings, warranties or impliedrepresentations between the parties with respect to such subject matter except as set forth or noted herein. The parties do not intend to confer any benefit hereunder on any person, is intended to firm or shall confer upon any corporation other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementthan the parties hereto.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referenced herein constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereofof this Agreement. This Agreement shall be binding upon and inure solely to the benefit of each party hereto Party and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereofof this Agreement. This The terms and provisions of this Agreement shall be binding upon and inure are intended solely to for the benefit of each party hereto and their respective successors and or permitted assigns, and nothing in this Agreementexcept as otherwise expressly provided for herein, express or implied, it is intended not the intention of the parties to or shall confer third-party beneficiary rights upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementperson.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the Parties relating to the subject matter hereof and supersedes all prior agreements and understandingssupersede any other agreements, both whether written and or oral, that may have been made or entered into by or among any of the parties with respect Parties or any of their respective subsidiaries relating to the subject matter hereof. This Nothing expressed or implied in this Agreement is intended or shall be binding upon and inure solely construed to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon or give any Person, other Person than the Parties, any right, benefit right or remedy of any nature whatsoever remedies under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, representations and warranties, both written and oral, between the parties and/or their Affiliates with respect to the subject matter hereof. This No provision of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person other Person than the parties hereto any rightclaim, benefit cause of action, right or remedy of any nature whatsoever under or by reason of this Agreementhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire complete agreement and understanding among the parties and supersedes and preempts all prior representations, agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among between the parties Parties with respect to the subject matter hereof. This Agreement shall be binding does not, and is not intended to, confer any rights or remedies upon any person other than the Parties and inure solely the Party Affiliates (or their Affiliates, successors, assignees or subcontractors to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementextent set forth herein).

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the Schedules and Exhibits hereto), the Ancillary Documents and the Confidentiality Agreement (a) constitute the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding hereof or thereof and (b) are not intended to confer upon and inure solely to any Person other than the benefit of each party hereto parties identified herein (including any Indemnified Party) and their respective successors and permitted assignsassigns any rights, benefits or remedies hereunder and nothing in this Agreement, express or implied, is intended to or no Person shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason be a third party beneficiary of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement. This Agreement shall be binding upon The parties hereto acknowledge and inure solely to the benefit of each party hereto and their respective successors and permitted assignsagree that, and nothing except as otherwise expressly set forth in this Agreement, express or implied, is intended to or shall confer upon the rights and obligations of the Company and Parent under any other Person agreement between the parties not relating to the subject matter hereto shall not be affected by any right, benefit or remedy of any nature whatsoever under or by reason provision of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, ​ ​ express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties Parties and their Affiliates, or any of them, with respect to the subject matter hereofhereof and thereof. This No provision of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the Parties and their permitted assigns any rightrights or remedies hereunder, except that Section 11.14 shall be for the benefit or remedy of, and enforceable by, each of any nature whatsoever under or by reason of this Agreementthe Related Parties.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.. Section 7.4

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes Agreement, together with the Exhibits and Disclosure Letters hereto, represents the entire agreement understanding of the parties hereto with reference to the transactions contemplated hereby and supersedes any and all prior other oral or written agreements and understandingsheretofore made. Except for Section 5.12, both written and oral, among which confers rights on the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignsdescribed therein, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person, other Person than the parties hereto or their respective successors, any rightrights, benefit remedies, obligations or remedy liabilities of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon hereof and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, (b) is not intended to or shall confer upon any Person other than the parties any rights or remedies. No Person other than the parties (which includes Persons who become Holders as provided in Section 2.2) and the Indemnified Parties shall be, or be deemed to be, a third party beneficiary or otherwise have any right, benefit or remedy of any nature whatsoever rights under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereofof this Agreement. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person other Person than the Parties hereto any rightrights or remedies hereunder; provided, benefit or remedy however, that following the Effective Time, each holder of any nature whatsoever under or by reason Newegg Shares shall be entitled to enforce the provisions of this Agreement.Article I to the extent necessary to receive the LLIT Exchange Shares to which such holder is entitled pursuant to Article I.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofOffers other than the Confidentiality Agreement. This Agreement shall be binding upon For the avoidance of doubt and inure solely to without limiting the benefit foregoing, no provision of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express including any provision relating to employee benefits or impliedcompensation, is intended shall be deemed to confer any rights as a third-party beneficiary or shall otherwise on any person notwithstanding any principle of contractual interpretation that would otherwise be deemed to establish or confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementsuch rights.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement of the Parties and supersedes any and all other prior agreements and understandingsundertakings, both written and oral, among between the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignsdoes not, and nothing in this Agreementis not intended to, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy hereunder (other than as provided expressly in Article 6 as Seller Indemnitees and Purchaser Indemnitees, which is intended to be for the benefit of any nature whatsoever under or by reason of this Agreementthe Persons covered thereby).

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement and supersedes any and all other prior agreements and understandingsundertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof. This Except as may otherwise be expressly stated herein, no provision of this Agreement is intended or shall be construed to confer on any Person, other than the parties hereto, any rights hereunder. Parent Indemnitees and Securityholder Indemnitees who are not otherwise parties to this Agreement shall be binding upon and inure solely to the benefit of each third party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason beneficiaries of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the Operating Agreement constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement agreement, and supersedes all other prior agreements agreements, understandings, representations and understandingswarranties, both written and oral, among the parties parties, with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other Person than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Investment Agreement, the LLC Agreement, the Exchange Agreement constitutes and the Registration Rights Agreement, constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, understanding among the parties with respect to the subject matter hereofhereof and thereof, and supersedes all prior agreements or arrangements (written and oral), including any prior representation, statement, condition or warranty between the parties relating to the subject matter hereof and thereof. This Agreement shall be binding upon is not intended to, and inure solely to does not, provide or create any rights or benefits of any Person other than the benefit of each party parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and agreements, understandings, both negotiations and discussions, whether written and or oral, among between the parties hereto with respect to the subject matter hereof, so that no such external or separate agreement relating to the subject matter of this Agreement shall have any effect or be binding, unless the same is referred to specifically in this Agreement or is executed by the parties after the date hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any other Person person any right, benefit rights or remedy of remedies hereunder and shall not be enforceable by any nature whatsoever under or by reason of party not a signatory to this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, representations and warranties, both written and oral, between the parties and/or their Affiliates with respect to the subject matter hereof. This No provision of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person other Person than the parties hereto any rightclaim, benefit clause of action, right or remedy of any nature whatsoever under or by reason of this Agreementhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement agreement, and cancels and supersedes any and all prior agreements previous or contemporaneous agreements, representations, warranties and understandingsunderstandings (whether oral or written), both written and oralby, between or among the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to confer any rights or shall confer remedies upon any Person other than the Parties. No Person shall be, or be deemed to be, a third party beneficiary of, or otherwise have any rightrights or remedies under, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto hereto, the Members and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. SECTION 6.04.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto hereto, the Members and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement of the Parties and supersedes all prior agreements negotiations and understandings, both written documents reflecting such prior negotiations between and oral, among the parties Parties (and their respective advisors), with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to is intended for the benefit of each party the Parties hereto and their respective successors no other person shall have any rights hereunder, except that the Parties intend that the Company shall be a third party beneficiary of Sections 4.3 and permitted assigns7.15 only, and nothing in this Agreement, express or implied, is intended entitled to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementenforce the terms thereof.

Entire Agreement; No Third-Party Beneficiaries. This Except as may be otherwise expressly provided herein, this Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereoftransactions contemplated hereby and supersedes all prior arrangements or understandings with respect thereto, written or oral. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express expressed or implied, is intended to or shall confer upon any person or entity, other Person than the parties or their respective successors, any rightrights, benefit remedies, obligations, or remedy of any nature whatsoever liabilities under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes any and all prior or contemporaneous agreements and understandings, both written and oral, among or understandings between the parties with respect hereto pertaining to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandingsundertakings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof. This There are no third party beneficiaries of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person other Person than the parties hereto and their respective successors and permitted assigns, any rightrights, benefit remedies, obligations or remedy of any nature whatsoever under or by reason of this Agreementliabilities.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties parties, with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or confer, nor shall confer it confer, upon any Person other Person than the parties hereto any right, benefit rights or remedy remedies or benefits of any nature whatsoever under or by reason of this Agreementwhatsoever.

Entire Agreement; No Third-Party Beneficiaries. This ii)This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Subject to and except as may be specifically provided herein, this Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement Agreement, together with the documents referred to herein, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof; provided that if there is any conflict between this Agreement and the A&R Merger Agreement, this Agreement shall control. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to create a contractual relationship between VoteCo and CEC and is not intended to create, and does not create, any agency, partnership, joint venture or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementlike relationship between the parties.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon of this Agreement; and inure (b) is solely to for the benefit of each party hereto the Parties and their respective heirs, legal representatives and successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall does not confer upon on any other Person any right, benefit rights or remedy remedies hereunder. No Party is entering into this Agreement on a basis of any nature whatsoever under promise or by reason representation other than those appearing within the four corners of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof. This Agreement hereof and (ii) shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, including all Exhibits and Schedules attached hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereofof this Agreement,. This Nothing in this Agreement is intended or shall be binding upon and inure solely construed to entitle any person or entity other than the benefit of each party hereto Parties and their respective successors transferees and assigns permitted assignshereby to any claim, and nothing in this Agreementcause of action, express remedy or implied, is intended to or shall confer upon any other Person any right, benefit or remedy right of any nature whatsoever under or by reason of this Agreementkind.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement of the Parties and supersedes all prior agreements negotiations and understandings, both written documents reflecting such prior negotiations between and oral, among the parties Parties (and their respective advisors), with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to is intended for the benefit of each party the Parties hereto and their respective successors and permitted assignsno other person shall have any rights hereunder, and nothing in this Agreementexcept that the Parties intend that the Company shall be a third party beneficiary of Section 7.15 only, express or implied, is intended entitled to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementenforce the terms thereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement Agreement between the parties hereto pertaining to the subject matter of this Agreement and supersedes all prior agreements or contemporaneous agreements, discussions and understandings, both written and oral, among understandings of the parties with respect to hereto concerning the subject matter hereof. This Each party hereto intends that this Agreement shall not benefit, be binding upon and inure solely to the benefit enforceable by, or create any right or cause of each party hereto and their respective successors and permitted assigns, and nothing action in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy on behalf of any nature whatsoever under person or by reason of this Agreemententity other than the parties hereto.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement amends and replaces, and supersedes in its entirety, the Original Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and any exhibit, schedule or annex hereto, constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit rights or remedy remedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or confer, nor shall confer it confer, upon any person other Person than the parties hereto any right, benefit legal or remedy equitable rights or remedies or benefits of any nature whatsoever whatsoever. Notwithstanding the foregoing, the holders of the Series B Stock are express third party beneficiaries under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes ---------------------------------------------- the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereofof this Agreement. This The terms and provisions of this Agreement shall be binding upon and inure are intended solely to for the benefit of each party hereto and their respective successors and or permitted assigns, and nothing in this Agreementexcept as otherwise expressly provided for herein, express or implied, it is intended not the intention of the parties to or shall confer third-party beneficiary rights upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementperson.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofhereto and is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. This Subject to applicable law, this Agreement shall may be binding upon amended, modified or supplemented only by written agreement of all parties hereto with respect to any of the terms contained herein, and inure solely to the benefit of each party hereto and their respective successors and permitted assignsagrees to be bound by any such amendment, and nothing in this Agreement, express modification or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementsupplement.

Entire Agreement; No Third-Party Beneficiaries. This vi)This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, other than the Vulcan Stockholder Agreement, the Charter and the By-laws of the Company. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the full and entire understanding and agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect regard to the subject matter hereofhereof and supercedes the Original Agreement. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other Person than the parties hereto and their respective successors and assigns, any rightrights, benefit remedies, obligations, or remedy of any nature whatsoever liabilities under or by reason of this Agreement, except as expressly provided herein.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the schedules and annexes to this Agreement), together with the Purchase Agreement and the other agreements referenced therein, constitutes the entire agreement with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofparties. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this AgreementNothing herein, express or implied, is intended to or shall confer upon any Person other Person than the parties to this Agreement and their permitted assigns any rightrights, benefit benefits or remedy remedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the written agreements, Schedules and certificates referred to herein or delivered pursuant hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Except as provided in Article IX, this Agreement shall be binding upon and inure solely to is for the sole benefit of each party hereto the Parties and their respective successors permitted assigns and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any other Person (including any right, benefit employee of the Acquired Companies) any rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement of the parties hereto and supersedes any and all prior other agreements and understandingsundertakings, both written and oral, among between the parties hereto with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignsdoes not, and nothing in this Agreementis not intended to, express or implied, is intended to or shall confer upon any other Person person or entity other than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 2 Note to Draft: Notice information to come.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall be is not intended to confer upon any person other than the Parties hereto any rights or remedies hereunder. This Agreement is binding upon upon, and will inure solely to the benefit of, the Parties, their heirs, estates, personal representatives and permitted assigns and all agreements made herein shall survive the death or incapacity of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy member of any nature whatsoever under or by reason of this Agreementthe Reckman Group.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Business Combination Agreement and the Company Agreement) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the exhibits, schedules and other agreements referred to in this Agreement (a) constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements and contemporaneous agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignsParties, and nothing (b) is not intended to confer upon any Person other than the Parties any rights or remedies under this Agreement, other than as expressly set forth in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, with the Related Agreements, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes supersede all prior agreements and understandings, both written and oral, among between the parties Parties with respect to the subject matter hereof. This Agreement shall be binding does not, and is not intended to, confer any rights or remedies upon and inure solely any person other than the Parties (or their Affiliates, successors, assignees or subcontractors to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementextent set forth herein).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This hereof and neither party is relying on any other oral or written representation, agreement or understanding and no party makes any express or implied representation or warranty in connection with the transactions contemplated by this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing other than as set forth in this Agreement, express or implied, and (b) is not intended to or shall confer upon any Person other Person than the parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.