EMPLOYEES. Consultant's employees, if any, who perform services for Client under this Agreement shall also be bound by the provisions of this Agreement.

Neither the Company nor any Subsidiary, or its or their officers or directors, nor, to the Company’s knowledge, any employees or independent contractors of the Company or the Subsidiary, has been excluded, debarred, or suspended from, or otherwise determined to be or identified as ineligible to participate in, any Health Care Program, or convicted of any crime relating to any Health Care Program, and the Company has not received, and to the Company’s knowledge, no officer, director, employee, or independent contractor of the Company has received, any written notice that the Company or such Subsidiary is the subject of any investigation or review regarding its participation in any Health Care Program. Neither the Company nor any Subsidiary, or its or their officers or directors, nor, to the Company’s knowledge, any employees or independent contractors of the Company or such Subsidiary is listed on the Office of Inspector General’s exclusion list, the General Services Administration’s Lists of Parties Excluded from Federal Procurement and Non-procurement Programs, any state Medicaid exclusion list, or similar lists in any jurisdiction in which the Company or a Subsidiary operates.

Selection of Contractors. Tenant shall retain a licensed general contractor (“Tenant’s Contractor”) to perform the Tenant Improvement Work. Tenant’s Contractor shall be subject to the prior written approval of Landlord, which shall not be unreasonably withheld.

Contractors and Contracts. ​ and ​ have selected Oltman’s Construction (the “General Contractor”) as the general contractor for the construction of the Improvements. ​ shall enter into contracts for the construction of the Improvements with General Contractor, as provided below. ​ may also directly retain contractors under lump sum contracts (collectively with the General Contractor, the “Contractors”). Each of the Contractors in a material trade shall be subject to ​’s reasonable approval. If ​ does not receive ​’s response within five (5) business days of ​’s request for approval of a Contractor, ​’s selection of such Contractor shall be deemed approved. ​ shall cause the General Contractor to obtain at least three (3) competitive bids for each of the major subcontractor trades for each of ​’s Work and the ​ Improvements, which subcontractors shall be approved by each of ​ and ​ in its reasonable discretion. Such competitive bids shall include a schedule with a timeline to complete the work being bid. Based on the selected subcontractor bids, ​ shall develop an estimate of the ​ Improvement Costs (as defined below) and the cost of ​’s Work. (​ and ​ acknowledge that the selected subcontractor bid might not necessarily be the lowest bid and that other matters, such as scheduling and the subcontractor’s reputation, will be taken into account when selecting the subcontractor bids.) ​ shall promptly submit the schedule for the ​’s Work and the ​ Improvements and the cost estimate of ​’s Work and the ​ Improvement Costs to ​ for review. Within five (5) business days after ​’s submission to ​ of the schedule and cost estimates for the ​’s Work and ten (10) business days after ​’s submission to ​ of the schedule and cost estimates for the ​ Improvements, ​ shall either # approve such schedule and cost estimate and, in the case of the ​ Improvement Costs, be obligated to pay for the amount of ​’s

the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers, employees, consultants and independent contractors of Parent (or any other Parent Holding Company) to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Restricted Group;

Non-Solicitation of Cvent Employees. I agree that during my employment and for eighteen (18) months after the conclusion of my employment with Cvent for any reason, I will not, directly or indirectly, solicit or induce any Cvent employee to leave his/her employment with Cvent.

Non-Solicitation of Other Employees. To the extent permitted by law, Employee agrees not to solicit, directly or indirectly, any other employee of Employer to terminate or otherwise modify or alter his or her employment with the Company for two (2) years following the Employee's Last Day of Employment (see paragraph 1 above).

Non-solicitation of Protected Employees. Executive understands and agrees that the relationship between the Company and each of its Protected Employees constitutes a valuable asset of the Company and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that during the Restricted Period Executive shall not directly or indirectly on Executive’s own behalf or as a Principal or Representative of any Person or otherwise solicit or induce any Protected Employee with whom Executive worked or otherwise had material contact through his employment with the Company to terminate their employment relationship with the Company or to enter into employment with any other Person; provided, however, that the prohibition of this covenant applies only in the broader of # the Restricted Territory or # the geographic area in which Executive performs services for the Company or for which Executive has responsibility or authority for the Company on the Date of Termination.

All Taxes required to be collected or withheld (including from payments made to employees, independent contractors, creditors, stockholders and other third parties) with respect to the ​, each Subsidiary and the Business have been properly collected and withheld and such collected and withheld Taxes have been duly paid to the proper Governmental Entity;

include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which: