ANTICIPATION,
ALIENATION, SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR CHARGE, AND ANY
ATTEMPT TO DO SO SHALL BE VOID.
THE COMPANY SHALL BE PERMITTED TO ASSIGN THIS
AGREEMENT TO ANY AFFILIATE OR ANY SUCCESSOR, SUBJECT TO THE PROVISIONS HEREOF
AGREEMENT.
9.
INTEGRATION.
THIS AGREEMENT IS INTENDED TO BE THE FINAL, COMPLETE, AND
EXCLUSIVE STATEMENT OF THE TERMS OF EMPLOYEE'S EMPLOYMENT BY THE COMPANY.
THIS
AGREEMENT SUPERSEDES ALL OTHER PRIOR AND CONTEMPORANEOUS AGREEMENTS AND
STATEMENTS, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, PERTAINING IN ANY
MANNER TO THE SUBJECT MATTER OF THIS AGREEMENT, AND IT MAY NOT BE CONTRADICTED
BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS STATEMENTS OR AGREEMENTS.
TO THE
EXTENT THAT THE PRACTICES, POLICIES, OR PROCEDURES OF THE COMPANY, NOW OR IN THE
FUTURE, APPLY TO EMPLOYEE AND ARE INCONSISTENT WITH THE TERMS OF THIS AGREEMENT
OR THE OFFER LETTER, THE PROVISIONS OF THIS AGREEMENT SHALL CONTROL.
TO THE
EXTENT THAT SUCH PRACTICES, POLICIES, AND PROCEDURES ARE NOT CONTRADICTED BY THE
TERMS OF THIS AGREEMENT, THEY SHALL BE DEEMED TO FURTHER AND ENHANCE THE TERMS
AND CONDITIONS OF EMPLOYEE'S EMPLOYMENT.
10.
INTERPRETATION.
THE LANGUAGE IN ALL PARTS OF THIS AGREEMENT SHALL BE IN ALL
CASES CONSTRUED SIMPLY ACCORDING TO ITS FAIR MEANING AND NOT STRICTLY FOR OR
AGAINST ANY PARTY.
WHENEVER THE CONTEXT REQUIRES, ALL WORDS USED IN THE
SINGULAR WILL BE CONSTRUED TO HAVE BEEN USED IN THE PLURAL, AND VICE VERSA.
THE
DESCRIPTIVE HEADINGS OF THE SECTIONS AND SUBSECTIONS OF THIS AGREEMENT ARE
INSERTED FOR CONVENIENCE ONLY AND SHALL NOT CONTROL, LIMIT, OR AFFECT THE
INTERPRETATION OR CONSTRUCTION OF ANY OF THE PROVISIONS HEREIN.
11.
GOVERNING LAW.
THIS AGREEMENT HAS BEEN NEGOTIATED AND EXECUTED IN THE STATE OF
CALIFORNIA AND
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SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF
LAWS.
EMPLOYEE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND
UNDERSTANDS ITS CONTENTS.
EMPLOYEE FURTHER ACKNOWLEDGES THAT THE COMPANY HAS
ADVISED HIM OF HIS RIGHT TO CONSULT WITH LEGAL COUNSEL OF HIS OWN CHOICE
CONCERNING THIS AGREEMENT.
BY SIGNING THIS AGREEMENT, EMPLOYEE AND THE COMPANY
AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
The parties have executed this Agreement effective as of January 1, 2006.
AF SERVICES, LLC
/s/ Simon Abuyounes
Name: Simon Abuyounes
Title: Manager
/s/Brandon La Verne
Brandon La Verne
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