By the Executive’s signature below, he acknowledge that he has been advised to consult his own attorney prior to entering into this Release and that he was afforded sufficient time to undertake such consultation.

Consultation with Independent Counsel. The Parties hereto have each consulted with and been counseled by their own legal counsel and tax advisors, and are entering into this Agreement voluntarily and with full understanding of the meaning and legal effects of each provision contained in this Agreement. Snell and Wilmer L.L.P. has acted as legal counsel to ​ and has not acted as legal counsel to any other Party. The Parties hereto and their respective legal counsel have been involved in the negotiation and drafting of this Agreement. In the event of any dispute regarding the interpretation of any provision of this Agreement, the Parties agree that this Agreement and the provisions hereof shall not be construed against any one Party as the drafter of this Agreement.

POWER OF ATTORNEY. [[Organization A:Organization]] irrevocably appoints [[Organization B:Organization]] and its successors and as true and lawful attorney in fact, and authorizes [[Organization B:Organization]] # to, whether or not there has been an Event of Default, # demand, collect, receive, sue, and give releases to any Account Debtor for the monies due or which may become due upon or with respect to the Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Receivables, including the filing of a claim or the voting of such claims in any bankruptcy case, all in [[Organization B:Organization]]’s name or [[Organization A:Organization]]’s name, as [[Organization B:Organization]] may choose; # prepare, file and sign [[Organization A:Organization]]’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; # notify all Account Debtors with respect to the Receivables to pay [[Organization B:Organization]] directly; # receive and open all mail addressed to [[Organization A:Organization]] for the purpose of collecting the Receivables; # endorse [[Organization A:Organization]]’s name on any checks or other forms of payment on the Receivables; # execute on behalf of [[Organization A:Organization]] any and all instruments, documents, financing statements and the like to perfect [[Organization B:Organization]]’s interests in the Receivables and Collateral; # debit any [[Organization A:Organization]]’s deposit accounts maintained with [[Organization B:Organization]] for any and all Obligations due under this Agreement; and # do all acts and things necessary or expedient, in furtherance of any such purposes, and # to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by [[Organization A:Organization]] to [[Organization B:Organization]] hereunder shall be applicable with respect to all Receivables and all Collateral.

Attorney-Client Privilege. Neither Party is waiving, nor will be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges recognized under Applicable Law of any jurisdiction as a result of disclosing information pursuant to this Agreement, or any of its Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party, regardless of whether the Disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections. The Parties may become joint defendants in proceedings to which the information covered by such protections and privileges relates and may determine that they share a common legal interest in disclosure between them that is subject to such privileges and protections, and in such event, may enter into a joint defense agreement setting forth, among other things, the foregoing principles but are not obligated to do so.

Attorney’s Fees. The Company shall pay the Executive’s reasonable attorney’s fees incurred in the preparation and negotiation of this Agreement up to a maximum of $5,000.

Attorney in Fact. Advisor agrees that if the Company is unable because of Advisor’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Advisor’s signature to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company above, then Advisor hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Advisor’s agent and attorney in fact, to act for and in Advisor’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations thereon with the same legal force and effect as if executed by Advisor.

Power of Attorney. Each Grantor hereby appoints any officer or agent of the Bank as such Grantor’s true and lawful attorney-in-fact (which appointment constitutes a power coupled with an interest and is irrevocable as long as any of the Secured Obligations remain outstanding) with power to endorse the name of such Grantor upon any notes, checks, drafts, money orders or other instruments of payment or Collateral which may come into possession of the Bank; to sign and endorse the name of such Grantor upon

Power of Attorney. Each Borrower hereby appoints Agent, and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, # to # during the continuance of an Event of Default, upon prior written notice to Borrowers, receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, # during the continuance of an Event of Default, upon prior written notice to Borrowers, notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, # during the continuance of an Event of Default, upon prior or contemporaneous written notice to Borrowers, send notices to such Contract Debtors or account debtors, and # during the continuance of an Event of Default, do any and all other things necessary or proper to carry out the intent of this Agreement; and # at all times, to do any and all other things necessary or proper to perfect and protect the Liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact.

Power of Attorney. The Company, its successors and assigns, is hereby appointed the attorney-in-fact, with full power of substitution, of you for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. The Company, as attorney-in-fact for you, may in your name and stead, make and execute all conveyances, assignments and transfers of Stock and property provided for herein, and you hereby ratify and confirm that which the Company, as said attorney-in-fact, shall do by virtue hereof. Nevertheless, you shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the judgment of the Company, be advisable for this purpose.

Acknowledgment of Reasonableness. Employee has carefully read and considered the provisions of this Agreement, the opportunity for consultation with an attorney of Employee’s choice and agrees that the restrictions set forth herein are fair and reasonably required for the protection of the Company.