Executive’s Representations. Executive hereby represents and warrants to the Company that: # Executive has the legal capacity to enter into and perform this Agreement; # the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound; # Executive is not subject to or bound by any employment or severance agreement with, or any non-compete, non-solicit, confidentiality or other restrictive agreement with or restrictive covenant to, any other Person that shall prevent, restrict, or otherwise interfere with Executive’s employment with the Company or the performance of Executive’s duties hereunder; and # upon the execution and delivery of this Agreement by the Company, this Agreement shall be a valid and binding obligation of Executive, enforceable against Executive in accordance with the terms of this Agreement. Executive agrees to indemnify, defend and hold harmless the Company and its respective employees, officers, directors, managers, partners, stockholders, members, successors, and assigns from and against and be liable for all damages sustained or incurred by any such Person to the extent caused by, arising out of, resulting from or attributable to a breach or any inaccuracy of Executive’s representations and warranties under this Section 8.

Executive’s Successors. The parties hereto agree that Executive is obligated under this Agreement to render personal services of a special, unique, unusual, extraordinary and intellectual character, thereby giving this Agreement special value. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing by Executive, or otherwise to Executive’s legal representatives or estate.

Executive’s Attorney Fees. The Company shall pay for your incurrence of legal fees in connection with the evaluation, negotiation and preparation of this Letter Agreement and associated estate planning services, but in no event shall such payment exceed the sum of Three Thousand dollars ($3,000).

Change in Executive’s Position. In the event that ​ transfers, demotes, promotes, or otherwise changes Executive’s compensation or position with ​, the restrictions and post-termination obligations set forth in [Sections 10 through 15] of this Agreement shall remain in full force and effect. Executive acknowledges and agrees that the benefits and opportunities being provided to Executive under this Agreement are sufficient consideration for Executive’s compliance with these obligations.

Representations. Promptly upon receiving knowledge of same, the Borrower shall notify the Administrative Agent and each Lender if any representation or warranty set forth in [Section 5.01 or 5.02]2] was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Administrative Agent and each Lender a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent and each Lender in the manner set forth in the preceding sentence before

Representations. Indemnitee represents that there is no agreement with any other party that would conflict with his obligations under this Agreement, and represents and warrants that he/she # has read and understands each and every provision of this Agreement, # has had the opportunity to obtain advice from legal counsel of his/her choice in order to interpret any and all provisions of this Agreement and # has had the opportunity to ask the Company questions about this Agreement and any of such questions he/she has asked have been answered to his satisfaction.

Representations. You acknowledge and agree that:

You hereby represent and warrant that you have not knowingly violated or caused the Company to violate any federal, state or local laws; and you acknowledge: # it is Company policy to encourage reporting internally any actual or potential violations of any federal, state or local laws by the Company; and # no one interfered with your ability to do so during your employment. You further represent you have had the opportunity to raise any safety concerns, safety complaints, or whistleblower activities against the Company, and no one has interfered with your opportunity to raise any safety concerns, safety complaints, or whistleblower activities during your employment.

Representations. The Employee has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Employee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

Representations. OZ Africa represents that the signatory to this Agreement is duly authorized to do so.