Due to the knowledge and information you possess and have gained as a result of your employment with the Company, you hereby agree to make yourself available, at reasonable times, to cooperate, consult, testify, etc. with respect to current and future audits, investigations, inquiries, and legal actions, including but not limited to litigation, arbitrations, mediation, administrative and/or regulatory proceedings in which the Company is a party. The Company's only expectation with regard to any testimony is that you testify truthfully. You agree to make yourself reasonably available in good faith to assist and respond to the Company in the transition of your duties.

Due to the knowledge and information you possess and have gained as a result of your employment with the Company, you hereby agree to make yourself available, at reasonable times, # to cooperate with any Company request to assist with or attend to the completion of knowledge transition criteria or any other matters reasonably related to your job duties with the Company, and # to cooperate, consult, testify, etc. with respect to current and future legal actions, including but not limited to litigation, arbitrations, mediation, administrative and/or regulatory proceedings in which the Company is a party. You agree that the monthly payments described above in paragraph 2.b and in the attached Exhibit A shall be adequate compensation for any services you may be asked to provide under this paragraph while the Consulting Agreement remains in effect. Should you be required to consult, testify or otherwise perform services under this paragraph after the Consulting Agreement has terminated, then the Company will pay you for the reasonable value of your time and reasonable expenses incurred with respect to your cooperation with any Company request described in [subparagraph 6(i)] above or any action described in [subparagraph 6(ii)] above in which you are not a plaintiff, claimant or counterclaimant, with the express understanding that any such payment is not made for or as an inducement to the substance of your testimony. The Company's only expectation with regard to any testimony is that you testify truthfully. The parties agree that the reasonable value of your time will be based on your last base salary at the Company. Should you be named as a defendant or otherwise be subject to liability in a legal proceeding arising out of work you performed as an officer or employee of the Company, then the Company shall make advances for your reasonable legal expenses and indemnify you in accordance with the By-Laws of ​, as they may be amended or restated from time to time.