Conflicting Provisions. This Section shall supersede any provisions in [Section 2.13 or 10.01]1] to the contrary.

Application of Provisions – If the plan is or becomes top-heavy in any plan year, the provisions of Section 5.4 will supersede any conflicting provisions in the plan.

No Conflicting Agreements. [[Organization A:Organization]] is not, as of the date hereof, a party to, nor shall it, on or after the date of the Agreement, enter into, any agreement with respect to its securities that conflicts with the rights granted to the Sellers in the Agreement including this Exhibit A. [[Organization A:Organization]] represents and warrants that the rights granted to the Sellers hereunder do not in any way conflict with the rights granted to the holders of [[Organization A:Organization]]’s securities under any other agreements.

No Conflicting Obligations. Employee has completely and fully disclosed to the Company any obligations, restriction, covenants, commitments, or agreements to which Employee may be bound, or the rights of any other person or entity, whether contractual or otherwise, that may be inconsistent with Employee’s obligations under this Agreement. Employee represents and warrants to the Company that # the Company has not made any representations, warranty or otherwise provided any advice, legal or otherwise, that Employee’s employment with the Company as contemplated by this Agreement will neither infringe on or violate any such obligations, restriction, covenants, commitments, agreements or rights, and # Employee has consulted with an attorney of Employee’s choice regarding the foregoing and has not relied on any inducements, promises, or representations regarding the foregoing from the Company, any of its affiliates or any of their respective representatives. Without limiting the foregoing, Employee shall not use or disclose any trade secrets or confidential information, or property belonging to any of Employee’s former employers or any other person or entity, without proper authorization from them. Additionally, the Company agrees that the existence of, or its receipt of, any notice, litigation or cause of action against or involving the Employee by any former employer of Employee relating to any such obligations, restriction, covenants, commitments, or agreements to which Employee may be bound, or the rights of any other person or entity, whether contractual or otherwise, that may be inconsistent with Employee’s obligations under this Agreement shall not be Cause for termination, as defined in Section 5.1(a), and shall not give rise to termination of Employee for Cause unless otherwise ordered by a court of competent jurisdiction.

No Conflicting Duties. For the duration of his employment during the Term, the Executive shall devote sufficiently necessary business time and attention to the performance of his duties hereunder and shall not serve as an officer, director, employee, consultant, or advisor to any competing business; provided that Executive may and it shall not be considered a breach of this Agreement for Executive to serve on boards of community and industry organizations or otherwise participate in charitable, community and industry activities so long as such activities do not compete with the Company’s business or otherwise interfere with Executive’s duties hereunder.

No Conflicting Agreements. You hereby represent and warrant that you have no commitments or obligations inconsistent with this Agreement and you will indemnify and hold the Company harmless against loss, damage, liability or expense arising from any claim based upon circumstances alleged to be inconsistent with such representation and warranty.

No Conflicting Obligation. I represent that I have not entered into any agreements and am not subject to any duties to third parties, which are inconsistent with the terms of this agreement. I agree that, during my employment with Company, I will not without Company’s express written consent, engage in any other employment, occupation, consulting or other business activity directly related to the

Survival; Conflicting Terms. The provisions of Section 7, Section 8 and Section 9, and all related enforcement provisions, shall survive any termination of this Agreement and remain applicable according to their terms (whether under Section 6 or as a result of the expiration of the Term). Section 7(f) shall survive a Change of Control regardless of whether this Agreement is terminated in connection with a Change of Control or expires by its terms following a Change of Control. In the event of a conflict between the terms of this Agreement and any Incentive Equity documentation, the terms of this Agreement regarding the Incentive Equity shall prevail.

Conflicting Agreements and Other Matters. To the best of Borrowers' knowledge, Borrowers are not in default in the performance of any obligation, covenant, or condition in any material agreement to which it is a party or by which it is bound. Borrowers are not a party to any contract or agreement or subject to any other restriction which materially and adversely affects their businesses, properties or assets, or financial conditions. Borrowers are not a party to or otherwise subject to any contract or agreement which restricts or otherwise affects the right or ability of Borrowers to execute the Loan Documents or the performance of any of their respective terms. Neither the execution nor delivery of any of the Loan Documents, nor fulfillment of nor compliance with their respective terms and provisions will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except those created by the Loan Documents) upon any of the properties or assets of Borrowers pursuant to, or require any consent, approval or other action by or any notice to or filing with any Tribunal (other than routine filings after the Closing Date with the Securities and Exchange Commission, any securities exchange and/or state blue sky authorities) pursuant to the certificates of formation and operating agreements or limited liability company agreements of Borrowers, as applicable, any award of any arbitrator, or any agreement, instrument or Law to which Borrowers are subject. The execution, delivery and performance by Borrowers of this Loan Agreement and the other Loan Documents do not and will not: # violate any terms of Borrowers' corporate governance documents, including without limitation Borrowers' certificates of formation, operating agreements or limited liability company agreements, # violate any provision of any judgment, decree or order of any court or governmental authority by which Borrowers are bound, or any provision of any law or regulation applicable to Borrowers, # result in default under any contract, obligation, indenture, or other instrument to which Borrowers are a party, # result in or require the imposition of any lien or encumbrance on any of Borrowers' property, or # require any authorization, approval or other action, by or noticed to, or filing with, any governmental authority, regulatory body, or any other Person not a signatory thereto.

Employee agrees that any notices that are required to be given under this Agreement shall be given in writing, sent by certified mail, return receipt requested, to the principal place of business of the Employer or mailing address of the Employee as set forth herein.