Common use of Employee Agreements Clause in Contracts

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each in a form acceptable to the Investors holding a majority of the Registrable Securities. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the Preferred Directors.

Employee Agreements. The Company will cause (ia) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement; and (iib) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-above- referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of at least three (3) Preferred Directors (or all Preferred Directors then in office if there are at the time fewer than three (3) Preferred Directors on the Board of Directors, including at least one Directors of the Preferred DirectorsCorporation).

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors, including all Series A Directors then in office. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of approval by the Board of Directors, including at least one of the Preferred Directorsall Series A Directors then in office.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure non-solicitation, non-competition, non-disclosure and proprietary rights assignment agreement including a twelve (12) month non-competition and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each non-solicitation obligation substantially in a form reasonably acceptable to the Investors holding Board of Directors, including a majority of the Registrable SecuritiesPreferred Directors then in office. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one a majority of the Preferred DirectorsDirectors then in office.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure non-disclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition non-disclosure, non-competition and nonsolicitation non-solicitation agreement, each substantially in a the form acceptable to the Investors holding a majority of the Registrable Securities. attached hereto as Exhibit A. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, employee without the consent of the Board of Directors, including at least one of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee employee to enter into a one (1) year noncompetition non-competition and nonsolicitation non-solicitation agreement, each in a form acceptable to the Investors holding a majority of the Registrable Securities. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the Lead Preferred DirectorsDirector.

Employee Agreements. The Where permitted by law, the Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement; and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation non-solicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person now or Person hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and nondisclosure, proprietary rights assignment agreement and (ii) each Key Employee assignment, non-solicitation and, to enter into a the extent permitted by applicable law, one (1) year noncompetition and nonsolicitation agreement, each in a form reasonably acceptable to the Investors holding Board of Directors, including a majority of the Registrable SecuritiesPreferred Directors then seated. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent approval of the Board of Directors, including at least one a majority of the Preferred Directors.

Employee Agreements. The To the extent the Company has not already done so, the Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each agreement substantially in a the form acceptable to approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one two of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors, including at least one Investor Director. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of approval by the Board of Directors, including at least one of the Preferred DirectorsInvestor Director.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and agreement; (ii) each Key Employee employee to enter into a one (1) year nonsolicitation agreement and (iii) each employee that also receives any equity grant in connection with his or her employment to enter into a one (1) year noncompetition and nonsolicitation agreement, each in a form acceptable to the Investors holding a majority of the Registrable Securities. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-above- referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the Preferred Directors.

Employee Agreements. The Company will cause (i) cause each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement; and (ii) use commercially reasonable efforts to cause each future Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one a majority of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition non-solicitation and nonsolicitation non-competition agreement, each in a form acceptable to the Investors holding a majority of the Registrable Securities. In addition, the Company shall not, and shall not permit any of its subsidiaries to, amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company (or any of its subsidiaries) and any employee, consultant or contractor, without the consent of the Board of Directors, including at least one two (2) of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each in a form acceptable to the Investors holding a majority of the Registrable Securities. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee (as defined in the Purchase Agreement) to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in the form previously approved by the Board of Directors (a form acceptable copy of which has been made available to the Investors holding a majority of the Registrable SecuritiesInvestors). In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the Preferred Requisite Directors.

Employee Agreements. The Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement; and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of Directors, including at least two of the Registrable SecuritiesPreferred Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one two of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement; and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in the form approved by the Board of Directors with a form acceptable term not to the Investors holding a majority of the Registrable Securitiesexceed one year. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the Preferred Series A Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement substantially in the form attached hereto as Exhibit A (which, for clarity, need not include non-competition and (ii) each Key Employee non-solicitation covenants, with regard to enter into persons engaged as a one (1) year noncompetition and nonsolicitation agreement, each in a form acceptable to the Investors holding a majority of the Registrable Securitiesconsultant/independent contractor). In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, Directors (including at least one a majority of the Preferred Directors).

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of Directors including the Registrable SecuritiesSeries B Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the unanimous consent of the Board of Directors, including at least one of Series A Directors and the Preferred Series B Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement; and (ii) each Key Employee now or hereafter employed by it or by any subsidiary to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of Directors, in the Registrable Securities. form attached hereto as Exhibit A. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the unanimous consent of the Board of Directors, including at least one of the Preferred Series C Directors.

Employee Agreements. The Company will cause cause: (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement, and (ii) each Key Employee to enter into a one (1) year noncompetition confidentiality, non-solicitation and nonsolicitation agreement, each non-compete agreement in a the form acceptable mutually agreed to by the Investors holding a majority of Company and the Registrable SecuritiesMajor Investors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of DirectorsBoard, including at least one of the Preferred DirectorsSeries A Director if then in office.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into be bound by at least a one (1) year 1)-year noncompetition and nonsolicitation agreement, each following separation from the Company, substantially in a the form acceptable to approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation employment agreement or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the Preferred DirectorsSeries B Director.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority of the Registrable SecuritiesBoard, including at least two (2) Preferred Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the two (2) Preferred Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board, including the approval of the Registrable SecuritiesSoleus Director and the HBM Director. In addition, the Company shall not materially amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent approval by the Board, including the approval of the Board of Directors, including at least one of Soleus Director and the Preferred DirectorsHBM Director.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement, and (ii) each Key Employee employee to enter into a one (1) year noncompetition and nonsolicitation agreement, in the case of each in a form acceptable to the Investors holding a majority of the Registrable Securitiesagreements referenced in the foregoing items (i) and (ii) substantially in the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without prior approval by the consent of the Board of Directors, including at least one of the Preferred DirectorsBoard.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors, including both Series A Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of approval by the Board of Directors, including at least one of the Preferred both Series A Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each in a form reasonably acceptable to the Investors holding a majority of the Registrable SecuritiesSeries B Preferred Stock. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the Preferred DirectorsSeries B Director.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation non-solicitation agreement, each substantially in a the form acceptable to approved by the Investors holding Board (including a majority of the Registrable SecuritiesPreferred Directors). In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any material provision of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of DirectorsBoard, including at least one of which consent shall include the Requisite Preferred Directors.

Employee Agreements. The Company will cause (ia) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets secrets, or who develops intellectual property related to the Company’s business as conducted or proposed to be conducted, to enter into a nondisclosure and proprietary rights assignment agreement agreement; and (iib) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each in a form acceptable to the Investors holding a majority of the Registrable Securities. In addition, the Company shall not amend, modify, terminate, waive, waive or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent approval of the Board of Directors, including at least one of the Preferred DirectorsStock Director then in office, if any.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each in a form acceptable agreement (to the Investors holding a majority extent permitted by applicable law), substantially in the form approved by the Board of Directors, including the Registrable SecuritiesSeries A Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of approval by the Board of Directors, including at least one of the Preferred Series A Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of Directors, including the approval of both of the Registrable SecuritiesPreferred Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of approval by the Board of Directors, including at least one the approval of both of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person person, previously, now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement in a form reasonably acceptable to the Investors; and (ii) each Key Employee to enter into a nonsolicitation agreement with a term of one (1) year noncompetition and nonsolicitation agreementyear, each in a form acceptable to the Investors holding a majority of the Registrable Securitiesor such shorter period as required by applicable law. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one a majority of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure non-disclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition Employee Confidentiality, Invention Assignment and nonsolicitation agreementNon-Competition Agreement, each in a substantially in the form acceptable to the Investors holding a majority of the Registrable Securities. attached hereto as Exhibit A. In addition, the Company shall not amend, modify, terminate, waive, waive or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, employee without the consent of those members of the Board of Directors, including at least one such consent to include the consent of each of the Preferred DirectorsDirectors then in office.

Employee Agreements. The Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement; and (ii) each Key Employee to enter into a one (1) year noncompetition noncompetition, to the extent legally permissible, and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the Preferred Series A Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement; and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of Directors, including the Registrable SecuritiesPreferred Director (as defined in the Voting Agreement). In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation noncompeititon and nonsolication agreement or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the Preferred DirectorsDirector.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement, and with respect to each person now or hereafter employed by the Company or any subsidiary, such agreement and (ii) each Key Employee to enter into a one (1) shall include one-year or six-month noncompetition and nonsolicitation agreementnon-solicitation provisions, each in a form acceptable to unless otherwise approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the unanimous consent of the Board of Directors, including at least one of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary of its subsidiaries (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement; and (ii) each Key Employee subject to the applicable Law, such Person to enter into a one (1) year noncompetition and nonsolicitation agreement, in each case substantially in a the form acceptable to approved by the Investors holding a majority of the Registrable SecuritiesBoard. In addition, the Company shall not amend, modify, terminate, waive, or otherwise materially alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employeesuch Person, without the consent of the Board of Directors, including at least one of the Preferred DirectorsBoard.

Employee Agreements. The Company will cause (ia) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (iib) each Key Employee (as defined in the Purchase Agreement), to the extent permitted by applicable law, to enter into a one (1) year noncompetition and nonsolicitation post-termination non-solicitation agreement, each in a form acceptable to the Investors holding a majority of the Registrable Securities. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person Person now or hereafter employed by it the Company or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential and proprietary information and/or trade secrets to enter into a nondisclosure and proprietary rights information and inventions assignment agreement and (ii) each Key Employee to enter into a one (1) year agreement, substantially in the form approved by the Board of Directors, which shall include, where appropriate for such Person’s role with the Company, acceptable noncompetition and nonsolicitation agreement, each in a form acceptable to the Investors holding a majority of the Registrable Securitiesprovisions. In addition, the Company shall not terminate or, in any material respect amend, modify, terminate, waive, waive any rights under or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent prior approval of the Board of Directors, including at least one of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to the Investors holding a majority of the Registrable Securities. attached hereto as Exhibit A. In addition, the Company shall not materially amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one seventy percent (70%) of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement; and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of Directors, including the Registrable SecuritiesRequisite Preferred Director Vote. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of approval by the Board of Directors, including at least one of the Requisite Preferred DirectorsDirector Vote.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement; and (ii) each Key Employee of Bxxxx Xxxxx and Nxxxxx Xxxxxxxx to enter into a one two (12) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent approval of the Board of Directors, including at least one of the Preferred DirectorsSeries Seed Director and the Series A Director.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement agreement; and (ii) each Key Employee to enter into into, to the extent permissible under law, a one (1) year noncompetition and nonsolicitation agreement, each substantially in a the form acceptable to approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least one a majority of the Preferred Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement in a form approved by the Board of Directors; and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each agreement in a form acceptable to approved by the Investors holding a majority Board of the Registrable SecuritiesDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements, any noncompetition or nonsolicitation agreement agreements or any restricted stock agreement between the Company and any employee, without the consent approval of the Board of Directors, Directors including at least one a majority of the Preferred Investor Directors.