Officers. Unless determined otherwise by the Board, the officers of the Company shall be a Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer and a Secretary and each other officer of ​ shall also be an officer of the Company, with the same title. All officers shall be appointed by the Board (or by the Chief Executive Officer to the extent the Board delegates such authority to the Chief Executive Officer) and shall hold office until their successors are appointed by the Board (or by the Chief Executive Officer to the extent the Board delegates such authority to the Chief Executive Officer). Two or more offices may be held by the same individual. The officers of the Company may be removed by the Board (or by the Chief Executive Officer to the extent the Board delegates such authority to the Chief Executive Officer) at any time for any reason or no reason.

Chief Financial Officer. The Chief Financial Officer shall be the chief financial officer of the Company and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company. The books of account shall at all times be open to inspection by the Board. The Chief Financial Officer shall deposit all monies and other valuables in the name of, and to the credit of, the Company with such depositaries as may be designated by the Board.

Chief Administrative Officer. During the Forbearance Period, Loan Parties will continue to retain a chief administrative officer satisfactory to Administrative Agent on terms and conditions satisfactory to Administrative Agent, including, without limitation, with respect to the scope of work and authority (the "CAO"); it being understood that the current CAO retained by the Loan Parties is satisfactory to Administrative Agent and that the terms and conditions pursuant to which the current CAO has been retained are satisfactory to Administrative Agent; it being further understood that if the current CAO terminates or suspends his engagement or is terminated or suspended for cause, Loan Parties shall have five (5) Business Days to replace such CAO. Loan Parties hereby authorize the CAO to meet with Administrative Agent, ​ and their respective advisors (in person and telephonically) and provide to Administrative Agent such non-privileged information and reports with respect to Loan Parties and their financial condition, businesses, assets, liabilities and prospects, as Administrative Agent may request from time to time. Loan Parties will cause CAO to be available to Administrative Agent upon request. Loan Parties will provide Administrative Agent with a copy of any engagement letter or any amendment or modification thereto with any CAO before entering into such agreement. Loan Parties will cooperate with all reasonable requests of CAO concerning the work and authority for which the CAO was hired.

change in the location of its chief executive office or sole place of business from that referred to in Section 4.4 of the Guarantee and Collateral Agreement; or

Employment. The Officer is employed as Executive Vice President and Chief Risk Officer of the Bank. The Officer shall perform all duties and shall have all powers which are commonly incident to the office of Executive Vice President and Chief Risk Officer or which, consistent with that office, are assigned to the Officer. In addition to the Officer’s major job accountabilities set forth in the job description maintained by the Human Resources Division, the Officer’s duties include, but are not limited to:

Duties. You shall devote your entire business time, attention and energies to the business of the Company during your employment with the Company. You shall be Executive Vice President, Chief Financial Officer of the Company, and you shall perform all duties reasonable and consistent with such office, to include responsibility for Corporate Development and Strategy, as may be assigned to you from time to time by the President and Chief Executive Officer, or other individual designated by the President and Chief Executive Officer.

Position/Location: You will assume the role of Mitek’s Senior Vice President and Chief Financial Officer. In this role you will report directly to Max Carnecchia, Chief Executive Officer. Your principal place of employment shall be proximate to our San Diego, California headquarters office.

Section # Chief Financial Officer. The Chief Financial Officer shall be the Treasurer of the Corporation unless the Board of Directors shall have designated another officer as the Treasurer of the Corporation. Subject to the direction of the Board of Directors and the Chief Executive Officer, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer.

change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral;

On behalf of Sonos Inc. (“Sonos” or the “Company”), I am delighted to offer you an exempt position as Chief Financial Officer in our Cambridge, MA office. In your new position you will report to the Chief Executive Officer, John MacFarlane. We look forward to welcoming you to Sonos.