No Conflict. Executive represents and warrants that Executive is not bound by any employment contract, restrictive covenant, or other restriction preventing Executive from carrying out Executive’s responsibilities for the Employer, or which is in any way inconsistent with the terms of this Agreement. Executive further represents and warrants that Executive shall not disclose to the Employer or induce the Employer to use any confidential or proprietary information or material belonging to any previous employer or others.

No Conflict. Executive represents and warrants that Executive is not bound by anyExecutive’s execution of this Agreement, Executive’s employment contract, restrictive covenant, or other restriction preventing Executive from carrying out Executive’s responsibilities for the Employer, or which is in any way inconsistent with the termsCompany and HoldCo, and the performance of Executive’s proposed duties under this Agreement. Executive further represents and warrants that ExecutiveAgreement shall not disclose to the Employer or induce the Employer to useviolate any confidential or proprietary information or material belongingobligations Executive may have to any previous employerother employer, person or others.entity, including any obligations with respect to proprietary or confidential information of any other person or entity.

Executive represents and warrants that # Executive is not bound by anyentering into this Agreement voluntarily, and that Executive’s employment contract, restrictive covenant, or other restriction preventing Executive from carrying out Executive’s responsibilities for the Employer, or which is in any way inconsistenthereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of this Agreement.any agreement to which Executive further representsis a party or by which Executive may be bound; # Executive has not violated, and warrants thatin connection with Executive’s employment hereunder, will not violate, any non-competition, non-solicitation or other restrictive covenant or agreement by which Executive shallis or may be bound; and # in connection with Executive’s employment by the Company, Executive will not disclose to the Employer or induce the Employer to use any confidential or proprietary information or material belonging toExecutive may have obtained in connection with Executive’s employment with any previousprior employer or others.service as a consultant, advisor or member of the board of directors of any other company (other than the Company).

Absence of Conflict. Executive represents and warrants that Executive isher employment by the Company as described herein will not boundconflict with and will not be constrained by any prior employment contract, restrictive covenant, or other restriction preventing Executive from carrying out Executive’s responsibilities for the Employer,consulting agreement or which is in any way inconsistent with the terms of this Agreement. Executive further represents and warrants that Executive shall not disclose to the Employer or induce the Employer to use any confidential or proprietary information or material belonging to any previous employer or others.relationship.

Executive Representations. Executive represents and warrants that Executive is not bound bysubject to any employment contract, restrictive covenant, confidentiality agreement, or any other restriction preventingagreement that would prevent Executive from carrying out Executive’s responsibilities foraccepting employment with Employer, and based on the Employer, or which is in any way inconsistent with the terms of this Agreement. Executive further represents and warrants that Executive shall not discloseinformation provided to the Employer or induce theby Executive, Employer to use any confidential or proprietary information or material belonging to any previous employer or others.accepts such representation.

Absence of Conflicts; Competition with Prior Employer. Executive represents that Executive’s performance of Executive’s duties under this Agreement will not breach any other agreement as to which Executive is a party. Executive agrees that Executive has disclosed to the Company all of Executive’s existing employment and/or business relationships, including, but not limited to, any consulting or advising relationships, outside directorships, investments in privately held companies, and warrantsany other relationships that may create a conflict of interest. Executive is not bound byto bring with Executive to the Company, or use or disclose to any employment contract, restrictive covenant, or other restriction preventing Executive from carrying out Executive’s responsibilities for the Employer, or which is in any way inconsistentperson associated with the terms of this Agreement. Executive further represents and warrants that Executive shall not disclose to the Employer or induce the Employer to useCompany, any confidential or proprietary information or material belonging to any previousformer employer or others.other person or entity with respect to which Executive owes an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist Executive in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties. Also, we expect Executive to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggest that Executive refrains from having any contact with such persons until such time as any non-solicitation obligation expires.