10. Miscellaneous.

10.1 Entire Agreement, Waiver and Amendment. This Agreement embodies and constitutes the entire understanding between the parties hereto with respect to the transactions contemplated herein, and all prior and contemporaneous agreements, understandings, representations, and statements, oral and written, are merged herein. No provision of this Agreement shall be waived, modified, amended, discharged or terminated, except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought and then only to the extent set forth in such written instrument.

10.2 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [specify].

10.3 Paragraph Headings. Descriptive paragraph headings are for convenience only and shall not control or affect the meaning or construction of the provisions of the Agreement.

10.4 Gender. Whenever the context herein shall so require, the singular shall include the plural, the male gender shall include the female gender and the neuter, and vice versa.

10.5 Unenforceability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or enforceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

10.6 Waiver. No waiver by Company of any breach of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or of any other provision hereof. Each and all of the several rights, remedies, and options of Company hereunder shall be construed as cumulative and no one of them is exclusive of the other or of any right, remedy or priority allowed by law or in equity.

10.7 Exhibits. All exhibits attached hereto are incorporated herein by this reference.