This Agreement, together with the agreement(s) evidencing the Options (which agreement is partially amended as set forth herein), constitute the entire agreement between the Parties relating to this subject matter hereof and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only with the written consent of the Executive and the Board.  No oral waiver, amendment or modification will be effective under any circumstances whatsoever.  This Agreement supersedes and replaces in its entirety the Executive Chairman of the Board and Director Agreement dated August 4, 2014, between the Company and the Executive, including any requirement to issuance a number of shares of common stock to Infinity Capital, LLC equal to 10% of any new issuances by the Company (and the Executive hereby waives and releases the Company from any such obligation in the past or in the future pursuant to the terms of such agreement).