Leave of Absence. Executive may take a leave of absence, without compensation, upon his written request to the Board and the Board's written consent for the leave. The length of the leave will be subject to the mutual agreement between the Board and the Executive.

Absence of Litigation. As of the date hereof, there is no Proceeding pending against, or, to the knowledge of the Shareholder, threatened in writing against such Shareholder or any of such Shareholder’s properties or assets (including the Subject Shares), nor, to the knowledge of such Shareholder, is there any investigation of a Governmental Authority pending or threatened in writing with respect to the Shareholder, and the Shareholder is not subject to any outstanding order, writ, injunction or decree, that, in each case, would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation by the Shareholder of the transactions contemplated by this Agreement or otherwise adversely impact the Shareholder’s ability to perform its obligations hereunder in any material respect.

Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Conflict. Executive represents and warrants that her employment by the Company as described herein will not conflict with and will not be constrained by any prior employment or consulting agreement or relationship.

If a Participant takes a leave of absence (other than an Authorized Leave of Absence) without terminating employment, such Participant will be deemed to have discontinued contributions to the Plan in accordance with [Section 8.3], but will remain a Participant in the Plan through the balance of the Accumulation Period in which his or her leave of absence begins, so long as such leave of absence does not exceed 90 days. If a Participant takes a leave of absence (other than an Authorized Leave of Absence) without terminating employment, such Participant will be deemed to have withdrawn from the Plan in accordance with [Section 10.1] if such leave of absence exceeds 90 days.

Absence of Liabilities. The Company does not have any Liabilities of a nature required to be disclosed on a balance sheet prepared in accordance with GAAP except # Liabilities that are accrued and reflected on the balance sheet of the Company as of the date hereof, as of December 31, 2018, and as of the Closing Date, as of, June 30, 2019 # Liabilities that are listed on [Schedule 3.8] (including, but not limited to any and all plugging and abandonment obligations known to or which remain the obligation of the Company, either as of the date hereof or at Closing, and which are otherwise not accounted for on the Financial Statements), # immaterial Liabilities that have arisen in the Ordinary Course of Business (other than liabilities for breach of any Contract or violation of any Law) since March 31, 2019, and # obligations to be performed after the date hereof under any Contracts which are disclosed on [Schedule 3.16].

The execution and delivery by the Company of this Agreement, the issuance and sale of the Exchange Securities and the consummation of the other transactions contemplated hereby or thereby do not and will not # result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any federal, state, local or foreign government, court, or administrative or regulatory authority (“Governmental Authority”) to or by which the Company is bound including without

Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the lapsing of Company repurchase rights shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, such lapsing shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). In the event of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given “vesting” credit with respect to Shares purchased pursuant to the Restricted Stock Purchase Agreement to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

Unless the Administrator provides otherwise, vesting of Options granted hereunder to employees, officers and Directors shall be suspended during any unpaid leave of absence.