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Representation. The Executive represents and warrants to the Company, and the Executive acknowledges that the Company has relied on such representations and warranties in offering to employ the Executive, that neither the Executive’s duties as an employee of the Company nor his performance of this Agreement will breach any other agreement to which the Executive is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by the Executive prior to his employment by the Company. In addition, the Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing the Executive that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that the Executive is in breach or has breached any of the representations set forth herein, the Company shall have the right to terminate the Executive’s employment for Cause.

Representation. TheExecutive Representations. Executive represents and warrants to the Company,Company that the execution of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder will not breach, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound. Executive acknowledges that she has had the Companyopportunity to discuss this matter with and obtain advice from his private attorney, has relied on such representationshad sufficient time to, and warranties in offering to employhas carefully read and fully understands all the Executive, that neither the Executive’s duties as an employee of the Company nor his performanceprovisions of this Agreement will breach any other agreement to which the ExecutiveAgreement, and is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by the Executive prior to his employment by the Company. In addition, the Executive representsknowingly and warrants and acknowledges that the Company has relied on such representations and warranties in employing the Executive that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that the Executive is in breach or has breached any of the representations set forth herein, the Company shall have the right to terminate the Executive’s employment for Cause. voluntarily entering into this Agreement.

Representation. TheExecutive’s Representations. Executive hereby represents and warrants to the Company,Company that: # Executive has the legal capacity to enter into and perform this Agreement; # the Executive acknowledges that the Company has relied on such representationsexecution, delivery and warranties in offering to employ the Executive, that neither the Executive’s duties as an employee of the Company nor his performance of this Agreement will breachby Executive does not and shall not conflict with, breach, violate or cause a default under any other agreementcontract, agreement, instrument, order, judgment or decree to which the Executive is a party, including without limitation,party or by which Executive is bound; # Executive is not subject to or bound by any employment or severance agreement limitingwith, or any non-compete, non-solicit, confidentiality or other restrictive agreement with or restrictive covenant to, any other Person that shall prevent, restrict, or otherwise interfere with Executive’s employment with the useCompany or disclosurethe performance of any information acquiredExecutive’s duties hereunder; and # upon the execution and delivery of this Agreement by the Company, this Agreement shall be a valid and binding obligation of Executive, enforceable against Executive priorin accordance with the terms of this Agreement. Executive agrees to his employment by the Company. In addition, the Executive representsindemnify, defend and warrants and acknowledges thathold harmless the Company has relied onand its 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 such Person to the extent caused by, arising out of, resulting from or attributable to a breach or any inaccuracy of Executive’s representations and warranties in employing the Executive that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that the Executive is in breach or has breached any of the representations set forth herein, the Company shall have the right to terminate the Executive’s employment for Cause. under this Section 8.

Representation.Representations. The Executive agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive represents and warrants tothat Executive’s performance of all the Company, and the Executive acknowledges that the Company has relied on such representations and warranties in offering to employ the Executive, that neither the Executive’s duties as an employee of the Company nor his performanceterms of this Agreement will not breach any otheragreement to keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to the Executive’s employment by the Company. The Executive has not entered into, and the Executive agrees the Executive will not enter into, any oral or written agreement in conflict herewith and the Executive’s employment by the Company and the Executive’s services to the Company will not violate the terms of any oral or written agreement to which the Executive is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by the Executive prior to his employment by the Company. In addition, the Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing the Executive that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that the Executive is in breach or has breached any of the representations set forth herein, the Company shall have the right to terminate the Executive’s employment for Cause. party.

Representation. TheRepresentation and Warranty. Executive represents and warrants to the Company, and the Executive acknowledgesCompany that the Company has relied on such representations and warranties in offeringhe is not subject to employ the Executive, that neither the Executive’s duties as an employeeany non-competition provision of the Company nor his performance of this Agreement will breach any other agreement or obligation restricting his ability fully to whichact hereunder. Executive hereby indemnifies and holds the Executive is a party, including without limitation,Company harmless against any agreement limiting the uselosses, claims, expenses (including attorneys’ fees), damages or disclosure of any information acquiredliabilities incurred by the Executive prior to his employment by the Company. In addition, the Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing the Executive that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that the Executive is inas a result of a breach or has breached any of the representations set forth herein, the Company shall have the right to terminate the Executive’s employment for Cause. foregoing representation and warranty.

Representation. TheExecutive’s Representations. Executive representshereby represents, warrants and warrantscovenants to the Company,Company that # the execution, delivery and the Executive acknowledges that the Company has relied on such representations and warranties in offering to employ the Executive, that neither the Executive’s duties as an employee of the Company nor his performance of this Agreement will breachby Executive do not and shall not conflict with, breach, violate or cause a default under any other agreementcontract, agreement, instrument, order, judgment or decree to which the Executive is a party, including without limitation,party or by which Executive is bound, # other than this Agreement or other agreements or arrangements with the Company Group, Executive is not a party to or bound by any employment agreement, noncompete agreement, nonsolicitation agreement limiting theor confidentiality agreement with any other Person, # Executive shall not use any confidential information or disclosuretrade secrets of any information acquired bythird party in connection with the performance of Executive’s duties hereunder, and # this Agreement constitutes a valid and binding obligation of Executive, enforceable against Executive prior to his employment by the Company. In addition, thein accordance with its terms. Executive represents and warrants and acknowledges that Executive has carefully read this Agreement and has given careful consideration to the Company has relied on such representationsrestraints imposed upon Executive by this Agreement, and warranties in employing the Executive that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that the Executive is in breach orfull accord as to their necessity. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to the subject matter, time period and geographical area and that, notwithstanding such restraints, Executive will be able to make a living during the period of any such restraint. Executive hereby acknowledges and represents that Executive has breached any ofhad the representations set forth herein,opportunity to consult with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the Company shall have the right to terminate the Executive’s employment for Cause. terms and conditions contained herein.

Representation.Representations and Warranties of the Executive. The Executive hereby represents and warrants to the Company,Company that # this Agreement is a legal, valid, and binding obligation, enforceable against the Executive acknowledges that the Company has relied on such representationsin accordance with its terms and warranties in offering to employ the Executive, that neither the Executive’s duties as an employee of the Company nor his performance of this Agreement will breach any other agreement to which# the Executive is a party, including without limitation,has no right, title, interest, or claim in, to, or under any agreement limiting the use or disclosure of any information acquired by the Executive prior to his employment by the Company. In addition, the Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing the Executive that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that the Executive is in breach or has breached any of the representations set forth herein, the Company shall have the right to terminate the Executive’s employment for Cause. Confidential Information.

Representation. TheRepresentation by Executive. Executive hereby represents and warrants to the Company, and the Executive acknowledges that the Company has relied on such representations and warranties in offering to employ the Executive, that neither the Executive’s dutiesthat, as an employee of the Company nor his performance of this Agreement will breachEffective Date, he is not party to any employment or other agreement or obligation with or to any third party which the Executive is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by the Executive prior towould preclude him from employment with Company and performing his employment by the Company. In addition, the Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing the Executive that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that the Executive is in breach or has breached any of the representations set forth herein, the Company shall have the right to terminate the Executive’s employment for Cause. obligations under this Agreement.

Representation. The Executive represents and warrants to the Company, and the Executive acknowledgesCompany that the Company has relied on such representationsexecution of this Agreement by him and warranties in offering to employ the Executive, that neither the Executive’s duties as an employee of the Company nor his performance of this Agreementhis obligations hereunder will not, with or without the giving of notice or the passage of time or both, conflict with, result in the breach of any otherprovision of or the termination of, or constitute a default under, any agreement to which the Executive is a party, including without limitation, any agreement limiting the useparty or disclosure of any information acquired by the Executive prior to his employment by the Company. In addition, the Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing the Executive that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined thatwhich the Executive is in breach or has breached any of the representations set forth herein, the Company shall have the right to terminate the Executive’s employment for Cause. may be bound.

Representation. The Executive represents and warrants to the Company, that he has the full power and the Executive acknowledgesauthority to enter into this Agreement and to perform his obligations hereunder and that the Company has relied on such representationsexecution and warranties in offering to employ the Executive, that neither the Executive’s duties as an employee of the Company nor his performancedelivery of this Agreement and the performance of his obligations hereunder will breachnot conflict with any other agreement to which the Executive is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by the Executive prior to his employment by the Company. In addition, the Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing the Executive that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that the Executive is in breach or has breached any of the representations set forth herein, the Company shall have the right to terminate the Executive’s employment for Cause. party.

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