This Agreement represents the entire agreement and understanding between the Parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral, including but not limited to Executive’s Offer Letter with the Company, entered into as of June 9, 2014, as well as any employment agreements being held in escrow by the Parties and which the Parties acknowledge never but this Agreement does not supersede any applicable Company policy with respect to the treatment of Company equity awards upon death or disability. This Agreement may be modified only by agreement of the Parties by a written instrument executed by the Parties that is designated as an amendment to this Agreement. Further, with respect to Equity Awards outstanding as of the Effective Date (the “ Pre-Existing Equity Awards ”), the acceleration of vesting provisions contained in this Agreement supersede and replace in their entirety, and act as amendments to, any acceleration of vesting provisions contained in the Pre-Existing Equity Award agreements (which agreements, to the extent not amended by this Agreement, remain in full force and effect); provided, however, for purposes of clarity, such provisions do not supersede or replace the merger, asset purchase, change in control or dissolution or liquidation provisions of the equity plan under which the applicable Pre-Existing Equity Award was granted.