Representation and Warranty of Understanding. By signing below, Executive represents and warrants that he: # has carefully read and understands the terms of this Agreement; # is entering into the Agreement knowingly, voluntarily and of his own free will; # understands its terms and significance and intends to abide by its provisions without exception; # has not made any false statements or representations in connection with this Agreement; and # has not transferred or assigned to any person or entity not a party to this Agreement any claim or right released hereunder, and Executive agrees to indemnify the Company and hold it harmless against any claim (including claims for attorneys’ fees or costs actually incurred, regardless of whether litigation has commenced) based on or arising out of any alleged assignment or transfer of a claim by Executive.

Representations and Warranty of Understanding. By signing below,Warranties Regarding Claims. Executive represents and warrants that, as of the time at which Executive signs this Agreement, Executive has not filed or joined any claims, complaints, charges, or lawsuits against any of the Company Parties with any governmental agency or with any state or federal court or arbitrator for, or with respect to, a matter, claim, or incident that he: # has carefully readoccurred or arose out of one or more occurrences that took place on or prior to the time at which Executive signs this Agreement. Executive further represents and understands the terms of this Agreement; # is entering into the Agreement knowingly, voluntarily and of his own free will; # understands its terms and significance and intends to abide by its provisions without exception; #warrants that Executive has not made any false statementsassignment, sale, delivery, transfer or representations in connectionconveyance of any rights Executive has asserted or may have against any of the Company Parties with this Agreement; and # has not transferred or assignedrespect to any person or entity not a party to this Agreement any claim or right released hereunder, and Executive agrees to indemnify the Company and hold it harmless against any claim (including claims for attorneys’ fees or costs actually incurred, regardless of whether litigation has commenced) based on or arising out of any alleged assignment or transfer of a claim by Executive.Released Claim.

Executive’s Representations. Executive hereby represents and warrants to the Company that: # Executive has the legal capacity to enter into and perform this Agreement; # the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound; # Executive is not subject to or bound by any employment or severance agreement with, or any non-compete, non-solicit, confidentiality or other restrictive agreement with or restrictive covenant to, any other Person that he:shall prevent, restrict, or otherwise interfere with Executive’s employment with the Company or the performance of Executive’s duties hereunder; and # has carefully readupon the execution and understandsdelivery of this Agreement by the Company, this Agreement shall be a valid and binding obligation of Executive, enforceable against Executive in accordance with the terms of this Agreement; # is entering into the Agreement knowingly, voluntarily and of his own free will; # understands its terms and significance and intends to abide by its provisions without exception; # has not made any false statements or representations in connection with this Agreement; and # has not transferred or assigned to any person or entity not a party to this Agreement any claim or right released hereunder, andAgreement. Executive agrees to indemnifyindemnify, defend and hold harmless the Company and hold it harmlessits respective employees, officers, directors, managers, partners, stockholders, members, successors, and assigns from and against and be liable for all damages sustained or incurred by any claim (including claims for attorneys’ fees or costs actually incurred, regardless of whether litigation has commenced) based on orsuch Person to the extent caused by, arising out of, resulting from or attributable to a breach or any inaccuracy of any alleged assignment or transfer of a claim by Executive.Executive’s representations and warranties under this [Section 8].