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CONFLICTING OBLIGATIONS. Advisor hereby represents, warrants and certifies that Advisor has no outstanding agreement, commitment or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor from complying with the provisions hereof, and further represents, warrants and certifies that Advisor will not enter into any such conflicting agreement, commitment or obligation during the term of this Agreement. Subject to written waivers that may be provided by Stoke upon request, which shall not be unreasonably withheld, Advisor agrees that, during the term of this Agreement, Advisor will not directly or indirectly # provide any services in the Field of Interest (as defined in Exhibit A) to any business or commercial entity, # provide any services for any third party that is competitive with Stoke, and shall list in Exhibit B hereto any other companies for whom Advisor is providing services (“Outside Companies”), or # participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with Stoke. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Advisor shall not use the funding, resources or facilities of any other third party, without the prior written consent of Stoke, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. Without limiting the foregoing, Advisor agrees to # segregate Advisor’s Services performed under this Agreement from Advisor’s work done for Organization, Outside Companies, or any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, # notify the CEO of Stoke if at any time Advisor believes that such questions may result from Advisor’s performance under this Agreement and # assist Stoke in fairly resolving any questions in this regard which may arise. Notwithstanding anything to the contrary in this Agreement, Stoke and Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent with the Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Advisor’s compliance therewith shall not be deemed to be a breach of this Agreement. Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of any such conflict or any material changes to the policies of Organization.

Conflicting Obligations. By signing this Agreement, you are representing that you have full authority to accept this position and perform the duties of the position without conflict with any other 256001988 v1

CONFLICTING OBLIGATIONS. Advisor hereby represents, warrants and certifies that Advisor has no outstanding agreement, commitment or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor from complying with the provisions hereof, and further represents, warrants and certifies that Advisor will not enter into any such conflicting agreement, commitment or obligation during the term of this Agreement. Subject to written waivers that may be provided by Stoke upon request, which shall not be unreasonably withheld, Advisor agrees that, during the term of this Agreement, Advisor will not directly or indirectly # provide any services in the Field of Interest (as defined in Exhibit A) to any business or commercial entity, # provide any services for any third party that is competitive with Stoke, and shall list in Exhibit B hereto any other companies for whom Advisor is providing services (“Outside Companies”), or # participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with Stoke. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Advisor shall not use the funding, resources or facilities of any other third party, without the prior written consent of Stoke, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. Without limiting the foregoing, Advisor agrees to # segregate Advisor’s Services performed under this Agreement from Advisor’s work done for Organization, Outside Companies, or any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, # notify the CEO of Stoke if at any time Advisor believes that such questions may result from Advisor’s performance under this Agreement and # assist Stoke in fairly resolving any questions in this regard which may arise. Notwithstanding anything to the contrary in this Agreement, Stoke and Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent with the Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Advisor’s compliance therewith shall not be deemed to be a breach of this Agreement. Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of any such conflict or any material changes to the policies of Organization.

Conflicting Obligations. Consultant represents and warrants that Consultant has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, Consultant’s obligations to the Company under this Agreement, and/or Consultant’s ability to perform the Services. Consultant will not enter into any such conflicting agreement during the term of this Agreement

Consultant represents that he is under no obligation to any third party that would prevent Consultant from carrying out his duties and obligations under this Agreement or which is inconsistent with the provisions contained herein, such as confidentiality obligations. Consultant represents that he has no financial interest in the outcome of the Services and agrees to avoid having any such a financial interest during the term of this Agreement.

No Conflicting Obligations. You understand and agree that by signing this offer letter, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this letter or the Company’s policies. You are not to bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist you in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties. Also, we expect you to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggest that you refrain from having any contact with such persons until such time as any non-solicitation obligation expires.

CONFLICTING OBLIGATIONS. Advisor hereby represents, warrants and certifies that Advisor has no outstanding agreement, commitment or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor from complying with the provisions hereof, and further represents, warrants and certifies that Advisor will not enter into any such conflicting agreement, commitment or obligation during the term of this Agreement. Subject to written waivers that may be provided by Stoke upon request, which shall not be unreasonably withheld, Advisor agrees that, during the term of this Agreement, Advisor will not directly or indirectly # provide any services in the Field of Interest (as defined in Exhibit A) to any business or commercial entity, # provide any services for any third party that is competitive with Stoke, and shall list in Exhibit B hereto any other companies for whom Advisor is providing services (“Outside Companies”), or # participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with Stoke. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Advisor shall not use the funding, resources or facilities of any other third party, without the prior written consent of Stoke, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. Without limiting the foregoing, Advisor agrees to # segregate Advisor’s Services performed under this Agreement from Advisor’s work done for Organization, Outside Companies, or any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, # notify the CEO of Stoke if at any time Advisor believes that such questions may result from Advisor’s performance under this Agreement and # assist Stoke in fairly resolving any questions in this regard which may arise. Notwithstanding anything to the contrary in this Agreement, Stoke and Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent with the Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Advisor’s compliance therewith shall not be deemed to be a breach of this Agreement. Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of any such conflict or any material changes to the policies of Organization.

No Conflicting Obligations. Executive confirms that Executive is not under any existing obligations that may impact Executive’s eligibility to be employed by the Company or limit the manner in which Executive may be employed. Executive agrees not to bring any third-party confidential information to the Company, including that of Executive’s former employer, and that Executive will not in any way utilize any such information in performing Executive’s duties for the Company.

CONFLICTING OBLIGATIONS. Consultant hereby represents, warrants and certifies that Consultant has no outstanding agreement, commitment or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will not enter into any such conflicting agreement during the term of this Agreement. Subject to written waivers that may be provided by Company upon request, which shall not be unreasonably withheld, Consultant agrees that, during the term of this Agreement, Consultant will not directly or indirectly # provide any services in the Field of Interest (as defined on Exhibit A) to any other business or commercial entity, # provide any services for any business or commercial entity that is competitive with Company and shall list on Exhibit C any other companies for whom Consultant is providing services (“Outside Companies”), or # participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with Company. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Consultant shall not use the funding, resources and facilities of any other third party, without the prior written consent of Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. Without limiting the foregoing, Consultant agrees to use his or her best efforts # to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside Companies and any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, # to notify Company if at any time Consultant believes that such questions may result from his or her performance under this Agreement and # to assist Company in fairly resolving any questions in this regard which may arise.