Authorized. There shall be a sufficient number of authorized but unissued and otherwise unreserved Common Stock for the issuance of all of the Shares issuable pursuant to such Advance Notice.

Officer Resignations. Purchaser will have received written resignations from, or other evidence of removal of, # any officers of the Companies that are employees of [[Organization A:Organization]] and # James Vannelle.

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 9.3(a) and Section 9.3(b).

Responsible Officer. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

Compliance Officer. In administering the Compliance Program, the Compliance Officer shall:

Responsible Officer. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

Officer Status. Executive acknowledges and agrees that his status as an officer of the Company, and as a director and/or officer of each of its subsidiaries, shall end effective as of December 7, 2018. Executive hereby agrees to execute such further document(s) as shall be determined by the Company as necessary or desirable to give effect to the termination of Executive’s status as an officer of the Company and as a director and/or officer of each of its subsidiaries as of such date.

Officer Employees. To enable Purchaser to continue to develop its business, Seller shall use commercially reasonable efforts to facilitate, at no cost or expense to Seller Purchaser’s hiring, effective on the Closing Date, of the seven (7) officers (collectively, the “Officer Employees”) listed on [Schedule 1.9(a)] presently employed by Seller, who will each resign from Seller on the Closing Date as defined below without any liability to Purchaser. Prior to execution of this Agreement, the Officer Employees have received and accepted offer letters of employment with Purchaser, to be effective following the Closing Date on terms consistent with their current employment. After consultation with the Officer Employees, Purchaser shall determine which employees other than the Officer Employees shall receive offer letters of employment from Purchaser prior to the Closing Date (the Officer Employees and other Seller employees hired by Purchaser, the “Transferred Employees”). Prior to or on the Closing Date, Seller shall pay any and all accrued salary, bonuses, vacation pay and other compensation due to its employees, including the Transferred Employees (and Purchaser shall have no obligation for any of such payments). Seller will use commercially reasonable efforts (at no more than nominal cost to itself) to have each of the Transferred Employees execute a release, the form of which will be approved by Purchaser and Seller, whereby Purchaser, Seller and their respective successors and assigns are forever released from any responsibility or obligation, financial or otherwise, pursuant to each of such person’s employment with Seller or severance agreement and retention bonus agreement, as the case may be entered into by such person with Seller, as applicable. Failure of any employees to be employed by Purchaser shall not be a breach of Seller’s or Purchaser’s obligations under this Agreement; however, Section 5.2(e) is a condition upon Purchaser’s obligation to close the purchase of the Transferred Assets relating to the employment by Purchaser of the Officer Employees and other employees after the Closing, and such condition may be waived by Purchaser in its sole discretion.

Borrowing Authorized. The Borrower represents, covenants and warrants to Lender that: # the person signing this Note for the Borrower is authorized to sign this Note as the duly authorized sole proprietor, owner, sole shareholder, officer, member, managing member, partner, trustee, principal, agent or representative of Borrower and is authorized borrow under this Note on behalf of Borrower; and # this Note is within the Borrower’s powers, has been duly authorized, and does not conflict with any of Borrower’s organizational documents. For purposes of this Note only, Lender may rely upon and accept the authority of only one signer on behalf of the Borrower.

Authorized Disclosure. Each Party may disclose Confidential Information of the other Party as expressly permitted by this Agreement, or if and to the extent such disclosure is necessary in the following instances: