Prior Agreement. This Agreement amends and restates the Prior Agreement in its entirety. Notwithstanding the foregoing, Section 4 of that certain amendment to Employment and Option Agreement dated as of August 2, 2022, which amended Employee’s Incentive Stock Option Agreement dated as of September 15, 2022, shall remain in full force and effect.

[Prior Agreement. This Agreement supersedes and replaces in its entirety the Indemnification Agreement between the Indemnitee and the Company dated as of , .]

As of the Effective Date, the terms of this clause 15 shall supersede any prior non-disclosure, secrecy or confidentiality agreement between the parties (or their Affiliates) dealing with the subject of this Agreement, including the Prior Confidentiality Agreement. Any information disclosed pursuant to any such prior agreement shall be deemed Confidential Information for purposes of this Agreement.

Amendment to Prior Agreement. The Company and the Participant acknowledge and agree that the Restricted Stock Unit Agreement dated as of February 1, 2014 by and between them (the “2014 Agreement”) shall be deemed to be amended as of such date to provide for, notwithstanding any contrary provision therein, dividend equivalent rights with respect to the restricted stock units awarded pursuant to the 2014 Agreement, in a manner consistent with the Plan and with Sections 3.1 and 3.2 of this Agreement. Such dividend equivalent rights shall only be credited to Participant in the event the performance goals as set forth on [Exhibit 2] to the 2014 Agreement are met. Such dividend equivalent rights shall be subject to forfeiture consistent with Section 4 of this Agreement and shall be paid upon vesting of the restricted stock units awarded pursuant to the 2014 Agreement in a form and at a time consistent with Section 5 of this Agreement. Except as expressly amended hereby, the terms of the 2014 Agreement shall remain in full force and effect.

Prior Servicing. Each Mortgage Loan has been serviced in all material respects in strict compliance with Accepted Servicing Practices.

Disclosure to employees and contractors31

Prior Works. Executive has attached hereto, as Exhibit A, a complete and accurate list describing with particularity all Prior Works. Executive will not without the Company’s prior written consent: # incorporate, or permit to be incorporated, Prior Works in any Work Product or Confidential Information; or # use or disclose any Prior Works in connection with Executive’s work for Company. Without limiting the foregoing, to the extent any Work Product incorporates or requires the use of any Prior Works, Executive will promptly disclose such and the parties shall enter into good faith negotiations for licensure of said Prior Works.

Prior Acknowledgment. In connection with a Termination which entitles you to CIC Payments pursuant to Section 3(b), your agreement not to voluntarily terminate your employment with the Company or any of its affiliates, which is set forth in any Acknowledgement previously executed by you as a condition of payment of an Annual Incentive Award, shall terminate, shall no longer be a condition of your right to retain such Annual Incentive Award, and shall be of no further force or effect.

Prior Inventions. Listed on Appendix # to this Agreement are any and all Inventions in which you claim or intend to claim any right, title and interest (collectively, “Prior Inventions”), including, without limitation, patent, copyright and trademark interests, which to the best of your knowledge will be or may be delivered to the Company in the course of your employment, or incorporated into any Company product or system. You acknowledge that your obligation to disclose such information is ongoing during the period that you provide services to the Company.

Supersedes Prior Agreements. With respect to the period covered by the Contract Period, this Agreement supersedes and cancels all prior agreements relating to your employment with the Company.