This Agreement (including the exhibits and schedules hereto and the Company Disclosure Schedule), the Confidentiality Agreement and the other Transaction Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Company and the Investor with respect to the subject matter hereof and thereof; provided that Section 7 ( Standstill ) of the Confidentiality Agreement shall terminate and have no further force and effect immediately upon the Closing.