California. If Employee resides in California, [Sections 9.2 and 9.3]3] shall not apply to Employee after Employee’s employment with the Company ends, and this Agreement shall be governed by and construed in accordance with the laws of the State of California, without applying its conflicts of law principles.

California. If I am hired to primarily perform services for the Company in California or am a California resident, Section 3(c)(iii) and (iv) of the Agreement do not apply to me after my last day of employment with the Company. Nothing in this Agreement shall be enforceable to the extent doing so would violate California Business & Professions Code § 16600.

This Agreement and its terms shall be governed by and construed under California law without regard for conflict of law.

Section 1542 of the Civil Code of the State of California states as follows:

Notice of Nonassignable Innovations to Employees in California. This Agreement does not apply to an Innovation that qualifies fully as a nonassignable invention under the provisions of Section 2870 of the California Labor Code. I acknowledge that a condition for an Innovation to qualify fully as a non-assignable invention under the provisions of Section 2870 of the California Labor Code is that the invention must be protected under patent laws. I have reviewed the notification in [Exhibit B] (“Limited Exclusion Notification”) and agree that my signature acknowledges receipt of the notification.

California Accessibility Disclosure. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Project has not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of and in connection with such notice: # Tenant, having read such notice and understanding Tenant’s right to request and obtain a CASp inspection, hereby elects not to obtain such CASp inspection and forever waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by Legal Requirements; and # if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to Legal Requirements, then Landlord and Tenant hereby agree as follows (which constitutes the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): # Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, In a written notice delivered by Tenant to Landlord; # any CASp inspection timely requested by Tenant shall be conducted # at a time mutually agreed to by Landlord and Tenant, # in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building or Project in any way, and # at Tenant’s sole cost and expense, including, without limitation, Tenant’s payment of the fee for such CASp Inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (collectively, the “CASp Reports”) and all other costs and expenses in connection therewith; # the CASp Reports shall be delivered by the CASp simultaneously to Landlord and Tenant; # Tenant, at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp Inspection; and # if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord’s obligation to repair as set forth in this Lease, then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by Legal Requirements to correct such violations, and Tenant shall reimburse Landlord for the cost of such improvements, alterations, modifications and/or repairs within 10 business days after Tenant’s receipt of an invoice therefor from Landlord.

Effective upon the Closing, all of Sellers’ employees actively employed or engaged principally in Sellers’ Business (the “Business Employees”), except those employees who voluntarily terminate their employment or are excluded by Purchaser from continuing their employment as set forth in [Schedule 9.1(a)] (the “Excluded Employees”), shall continue their employment as employees of Purchaser as set forth in this Section 9.1 (the “Continuing Employees”). Prior to five (5) Business Days before the Closing, Purchaser shall provide to

Employees. Neither the Company nor any of its Affiliates is or has been a party to any collective bargaining or similar agreement and there are no labor unions or other organizations representing, purporting to represent or, to the Company’s knowledge, attempting to represent, any employee of the Company or any of its Affiliates. There are no unfair labor practice complaints pending against the Company or any of its Affiliates before any Governmental or Regulatory Authority nor, to the Company’s knowledge, are any such complaints threatened. To the Company’s knowledge, no employee, officer or executive has any present intention to terminate employment with the Company. No employee of the Company or its Affiliates is subject to any noncompetition, nondisclosure, confidentiality, employment, consulting or similar Contract relating to, affecting or in conflict with the present or proposed business activities of the Company. [Annex N] contains a true and complete list of all current employees of each of the Company as of the date of this Agreement, and correctly reflects: # each employee’s name and date of hire or, if applicable, such employee’s commencement date of employment in the same work place; # such employee’s position, full-time or part-time status, including each such employee’s classification as either exempt or non-exempt from the overtime requirements under any applicable law; # such employee’s monthly base salary or hourly wage rate, as applicable Affiliated Transactions. No Related Party # is a party to any Contract with the Company; # has any direct or indirect financial interest in, or is an officer, director, manager, employee or consultant of, # any competitor, supplier, licensor, distributor, lessor, independent contractor or customer of the Company, or # any other entity in any business arrangement or relationship with the Company; provided, however, that the passive ownership of securities listed on any national securities exchange representing no more than 2% of the outstanding voting power of any Person shall not be deemed to be a “financial interest” in any such Person; # has any interest in any property, asset or right used by the Company or necessary or desirable for the Business; # has outstanding any Indebtedness owed to the Company; or # has received any funds from the Company since the date of the Latest Balance Sheet, except for employment-related compensation received in the ordinary course of business. The Company has no Liability or any other obligation of any nature whatsoever to any Related Party, except for employment-related Liabilities and obligations incurred in the ordinary course of business.

EMPLOYEES. Consultant's employees, if any, who perform services for Client under this Agreement shall also be bound by the provisions of this Agreement.

For employees based in California: