This Agreement, together with the communication to which this Agreement is annexed and the plan, defines the entire agreement and understanding of the Parties with respect to the subject matter and understanding of this Agreement and brings together all prior discussions between the Parties. Except as provided in the Plan, no modification or supplement to this Agreement or any waiver of the rights conferred by this Agreement shall be effective unless signed in writing by the Parties to this Agreement. The failure of one of the parties to enforce the rights conferred by this agreement shall not be construed as a waiver of the rights of that party. 2.12. Restrictions on Shares.