If an arbitrator finds any provision of this Arbitration Agreement unenforceable, a court or arbitrator shall interpret or modify this Arbitration Agreement, to the extent necessary, for it to be enforceable, subject to the provisions of Section 3. If a provision of this Arbitration Agreement is deemed unlawful or unenforceable, that provision and the Arbitration Agreement automatically, immediately and retroactively shall be modified or amended to be enforceable. The arbitrator shall, however, have no power under this Arbitration Agreement to consolidate claims and/or to hear a multi-party, class, collective or representative action.

If an arbitrator finds any provision of this Arbitration Agreement unenforceable, a court or arbitrator shall interpret or modify this Arbitration Agreement, to the extent necessary, for it to be enforceable, subject to the provisions of Section 3. If a provision of this Arbitration Agreement is deemed unlawful or unenforceable, that provision and the Arbitration Agreement automatically, immediately and retroactively shall be modified or amended to be enforceable. The arbitrator shall, however, have no power under this Arbitration Agreement to consolidate claims and/or to hear a multi-party, class, collective or representative action.

Confidentiality and Related Matters. The Executive acknowledges that the Company and its Affiliates continually develop Confidential Information (as defined herein); that the Executive may have developed or had access to Confidential Information through his employment and other associations with the Company and its Affiliates. The Executive agrees that he shall not disclose to any Person or use any Confidential Information, other than as required for the proper performance of the services or as required by applicable law after notice to the Company and a reasonable opportunity for it to seek protection of the Confidential Information prior to disclosure. For avoidance of doubt, “reasonable opportunity” shall be determined under the circumstances, provided that the Executive shall make every effort to provide notice as expeditiously as is reasonably possible to the Company. The Executive understands and agrees that this restriction is in addition to any restrictions to which he is bound as a result of his prior employment and that this restriction, as well as any earlier agreed restrictions, shall continue to apply both during employment and thereafter, regardless of the reason for its termination.

Compensation and Related Matters. During the Executive's employment hereunder, the Executive shall be paid the compensation and shall be provided with the benefits described below:

Confidentiality and Related Matters. The Executive acknowledges that the Company and its Affiliates continually develop Confidential Information (as defined herein); that the Executive may have developed or had access to Confidential Information through her employment and other associations with the Company and its Affiliates. The Executive agrees that she shall not disclose to any Person or use any Confidential Information, other than as required for the proper performance of the services or as required by applicable law after notice to the Company and a reasonable opportunity for it to seek protection of the Confidential Information prior to disclosure. For avoidance of doubt, “reasonable opportunity” shall be determined under the circumstances, provided that the Executive shall make every effort to provide notice as expeditiously as is reasonably possible to the Company. The Executive understands and agrees that this restriction is in addition to any restrictions to which she is bound as a result of her prior employment with the Company and that this restriction, as well as any earlier agreed restrictions, shall continue to apply both during Employment and thereafter, regardless of the reason for its termination.

Related Matters. Executive further acknowledges and agrees to resign from all Company positions, including membership on any board of directors at the time of Executive’s termination.

#Section 4.3(a) of the Disclosure Schedules sets forth as of the date hereof # the number of authorized shares of each class of Seller Common Stock, # the number of issued and outstanding shares of each class of Seller Common Stock, and # a true, correct and complete list of the record holders of such shares of Seller Common Stock, listing for each Person: # his, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization and # the number of shares of each class of Seller Common Stock owned by such Person. Section 4.3(a) of the Disclosure Schedules also sets forth as of the date hereof # the number of outstanding Seller Warrants, # the number of shares of Seller Common Stock subject to each such Seller Warrant, and the applicable exercise prices and # a true, correct and complete list of the record holders of such Seller Warrants, listing for each Person: his, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization.

Confidentiality and Related Matters. The Executive acknowledges that the Company and its Affiliates continually develop Confidential Information (as defined herein); that the Executive may have developed or had access to Confidential Information through his employment and other associations with the Company and its Affiliates. The Executive agrees that he shall not disclose to any Person or use any Confidential Information, other than as required for the proper performance of the services or as required by applicable law after notice to the Company and a reasonable opportunity for it to seek protection of the Confidential Information prior to disclosure. For avoidance of doubt, “reasonable opportunity” shall be determined under the circumstances, provided that the Executive shall make every effort to provide notice as expeditiously as is reasonably possible to the Company. The Executive understands and agrees that this restriction is in addition to any restrictions to which he is bound as a result of his prior employment and that this restriction, as well as any earlier agreed restrictions, shall continue to apply both during employment and thereafter, regardless of the reason for its termination.

relied upon, # except with respect to a termination pursuant to [Sections 4(a)(iv) or (vi)])], setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and # specifying a Date of Termination which, if submitted by the Executive, shall be at least thirty (30) days following the date of such notice; provided, however, that a Notice of Termination delivered by the Employer pursuant to [Section 4(a)(ii)] shall not be required to specify a Date of Termination, in which case the Date of Termination shall be determined pursuant to [Section 4(a)(ii)]; provided; further, that, notwithstanding the foregoing, in the event that the Executive delivers a Notice of Termination to the Employer, the Employer may, in its sole discretion, accelerate the Date of Termination to any date that occurs following the date of Employer’s receipt of such Notice of Termination (even if such date is prior to the date specified in such Notice of Termination). A Notice of Termination submitted by the Employer (other than a Notice of Termination under [Section 4(a)(ii)]) may provide for a Date of Termination on the date the Executive receives the Notice of Termination, or any date thereafter elected by the Employer in its discretion. The failure by the Employer or the Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Employer or the Executive hereunder or preclude the Employer or the Executive from asserting such fact or circumstance in enforcing the Employer’s or the Executive’s rights hereunder.

Compensation and Related Matters. (a) Fee. For all services rendered pursuant to this consulting agreement during the Term, you shall be paid independent consultant fees at the rate of $10,000 per month, which shall be paid monthly in arrears.