The Employee hereby represents and warrants to the Company that # the execution, delivery and performance of this Agreement by the Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Employee is a party or by which he is bound, # the Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and # upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Employee, enforceable in accordance with its terms. The Employee hereby acknowledges and represents that he has consulted with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

The EmployeeCompany hereby represents and warrants to the CompanyEmployee that # the execution, delivery and performance of this Agreement by the EmployeeCompany do not and shall not materially conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the EmployeeCompany is a party or by which heit is bound, # the Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and # upon the execution and delivery of this Agreement by the Company,Employee, this Agreement shall be the valid and binding obligation of the Employee,Company, enforceable in accordance with its terms. The Employee hereby acknowledges and represents that he has consulted with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Acknowledgment. Employee acknowledges that Employee has carefully read this Agreement, has had an opportunity to consult counsel regarding this Agreement and hereby represents and warrants to the Company that #Employee’s entering into this Agreement, and the execution, deliveryobligations and performance of this Agreementduties undertaken by the Employee do not and shallhereunder, will not conflict with, breach,constitute a breach of or otherwise violate or cause a default underthe terms of any contract, agreement, instrument, order, judgment or decreeother agreement to which the Employee is a party or by which he is bound, # theand that Employee is not a partyrequired to obtain the consent of any person, firm, corporation or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity in order to enter into and # upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Employee, enforceable in accordance with its terms. The Employee hereby acknowledges and represents that he has consulted with legal counsel regarding his rights andperform Employee’s obligations under this Agreement and that he fully understands the terms and conditions contained herein.Agreement.