Except as otherwise expressly set forth herein, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way, except that this Agreement shall not supersede the covenants and agreements set forth in Section 5.9 (Director and Officer Liability) of the Purchase Agreement, or in the Subscription Agreement which shall be incorporated herein by reference.