Absence of Litigation. As of the date hereof, there is no action, suit, investigation, complaint or other proceeding pending, or, to the actual knowledge of the Holder, threatened in writing, against the Holder that would prevent the performance by the Holder of its obligations under this Agreement on a timely basis.

Absence of Restrictions. The Executive represents and warrants that the Executive is not bound by any employment contracts, restrictive covenants or other restrictions that prevent the Executive from entering into employment with, or carrying out the Executive's responsibilities for, the Company, or which are in any way inconsistent with any of the terms of this Agreement.

In signing this Agreement, you are not relying upon any promises or representations made by anyone at or on behalf of the Company.

Absence of Litigation. 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. [Schedule 3(i)] contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would 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.

Leave of Absence. If the Bank authorizes a Member to take a paid or an unpaid leave of absence from employment, and such leave of absence does not constitute a Termination of Employment, the Member shall continue to be considered eligible for the benefits provided in Articles 3 and 4, in accordance with the provisions of those Articles. In the event that Member’s leave of absence from the Bank constitutes a Termination of Employment, the Member’s Account balance shall be distributed to the Member in accordance with this Plan.

Leave of Absence. For purposes of the Restricted Stock and Additional Shares, Service does not terminate when Grantee goes on a bona fide employee leave of absence that was approved by the Company or an Affiliate in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, Service will be treated as terminating 90 days after Grantee went on the approved leave, unless Grantee’s right to return to active work is guaranteed by law or by a contract. Service terminates in any event when the approved leave ends unless Grantee immediately returns to active Service. The Committee determines, in its sole discretion, which leaves of absence count for this purpose, and when Service terminates for all purposes under the Plan.

Absence of Litigation. There are no judgments or settlements against or owed by Lyra or its Affiliates or Sublicensees, or, to Lyra’s knowledge, pending litigation against Lyra or its Affiliates or Sublicensees, or litigation threatened against Lyra or its Affiliates or Sublicensees, in each case, related to the Licensed Product, including any such litigation any relating to any Regulatory Filings, Regulatory Approvals, or Marketing Authorizations Controlled by Lyra, its Affiliates or its Sublicensees.

Absence of Default. Since the date of Company’s latest audited financial statements, no event has occurred which itself does, or with the lapse of time or the giving of notice or both would, give any creditor of Company or Bank the right to accelerate the maturity of any material Indebtedness of Company or Bank. Company and Bank are not in default under any other Lease, agreement or instrument, or any law, rule, regulation, order, writ, injunction, decree, determination or award, where such default could reasonably be expected to result in a Material Adverse Effect on Company or any Subsidiary of Company.

Absence of Control. It is the intent of the parties to this Agreement that in no event shall Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, Company, and Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of Company.

Absence of Changes. Since the Balance Sheet Date there has not been # any material adverse change in the financial condition, results of operations, assets, liabilities, business or prospects of the Corporation, # any material asset or property of the Corporation made subject to a lien of any kind, except liens for taxes not yet due and payable or non-consensual purchase money liens arising by operation of law and in the ordinary course of business, # any waiver of any valuable right of the Corporation, or the cancellation of any debt or claim held by the Corporation, # any payment of dividends on, or other distribution with respect to, or any direct or indirect redemption or acquisition of, any shares of the capital stock of the Corporation, or any agreement or commitment therefor, # any mortgage, pledge, sale, assignment or transfer of any tangible or intangible assets of the Corporation, except in the ordinary course of business, # any loan by the Corporation to, or any loan to the Corporation from, any officer, director, employee or stockholder of the Corporation, or any agreement or commitment therefor, # any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the assets, property or business of the Corporation, or # any change in the accounting methods or practices followed by the Corporation.