This Agreement constitutes the entire agreement of the parties and supersedes all prior written or oral agreements, contemporaneous oral agreements, understandings and negotiations between the parties with respect to the subject matter hereof. Each Holder that is a party to the Old Management Incentive Agreement, the Investor Rights Agreement and/or any Retention Agreement hereby acknowledges and agrees that the foregoing agreements, to the extent applicable to such Holder, are terminated and replaced in their entirety by this Agreement.