Common use of Executive’s Employment Representations Clause in Contracts

Executive’s Employment Representations. Executive agrees that he (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religious, and not for profit organizations) without the consent of the Board, which consent will not be unreasonably withheld, other than those board of directors or trustees on which Executive serves as of date of this Agreement; and (ii) is required to devote sufficient working time to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s duties. Executive further represents to the Company that Executive (x) is not, to Executive’s knowledge, violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (y) is, to Executive’s knowledge, under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable or disqualifying events that would have any material impact on the Company or its ability to conduct securities offerings.

Executive’s Employment Representations. Executive agrees that he (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religious, and not for profit organizations) without the consent of the Board, which consent will not be unreasonably withheld, other than those board of directors or trustees on which Executive serves as of date of this Agreement; and (ii) will serve as an Executive of the Company; (iii) is required to devote sufficient working time to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s duties; provided, however, the Company acknowledges and agrees that during the Employment Period, subject to any restrictive covenants set forth in Section 7, Executive will also be providing certain services to and on behalf of Harborview Advisors, LLC, Harborview Capital Management LLC and each of their respective affiliates (collectively, “Harborview”). The Company understands Executive’s obligations to Harborview and Executive believes that his provision of services to Harborview shall not interfere with his performance of his obligations to the Company. Executive further represents to the Company that Executive (x) is not, to Executive’s knowledge, not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (y) is, to Executive’s knowledge, is under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable or disqualifying events that would have any material impact on the Company or its ability to conduct securities offerings.

Executive’s Employment Representations. Executive agrees that, taking into account Executive’s other business activities as described herein, he shall devote reasonably sufficient working time to the Company’s affairs in order to properly carry out Executive’s duties. Executive has disclosed, and the Company understands and acknowledges, that he Executive is a member of the Advisory Board of Flextronics International, Ltd., is currently in discussions with two other companies to serve on their boards of directors and/or as a consultant, and that Executive may pursue other similar activities in the future, all of which may collectively require material portions of Executive’s business time and attention, but none of which are competitive with the Business (ias defined herein) shall not of the Company. In addition to the business activities described in the preceding sentence, during the Employment Period, Executive may serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization for-profit business venture (except for “Outside Business Relationship”), and may provide services to civic, religious, and not for profit organizations) , without the consent of the Board; provided, which consent will not be unreasonably withheldhowever, other than those board that: (i) Executive first provides written notice to the Board of directors or trustees on which Executive serves as of date of this AgreementExecutive’s intention to engage in an Outside Business Relationship; and (ii) such Outside Business Relationship is required to devote sufficient working time to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere competitive with the performance Business (as defined herein) of Executive’s duties) in order to properly carry out Executive’s dutiesthe Company. Executive further represents to the Company that Executive (x) is not, to Executive’s knowledge, violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement Effective Date by entering into this Agreement or providing services under the Agreement’s terms; (y) is, to Executive’s knowledge, under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable or disqualifying events that would have any material impact on the Company or its ability to conduct securities offerings.

Executive’s Employment Representations. Executive agrees that he she (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for Central Lathing, LLC and civic, religious, and not for profit organizations) without the prior written consent of the Board, Board (which consent will not be unreasonably withheld, other than those board ); (ii) will serve as an Executive of directors or trustees on which Executive serves as of date of this Agreementthe Company; and (iiiii) is required to devote sufficient working time shall not, directly or indirectly, have any interest in, or perform any services for, any business competing with or similar in nature to the Company (other than sick time and civic responsibilitiesCompany’s business as set forth in Section 7. For the avoidance of doubt, charitable or religious activities that do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s dutiesrelationship with Central Lathing, LLC does not violate this Section 4(b)(iii). Executive further represents to the Company that (i) Executive (x) is not, to Executive’s knowledge, not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (yii) is, to Executive’s knowledge, Executive is under no contractual, legal, or fiduciary obligation or burden that Executive will allow to interfere with his Executive’s ability to perform services under the Agreement’s terms; and (ziii) Executive has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable disclosable or disqualifying events that would have any material impact on the Company or its ability to conduct securities offerings. Notwithstanding anything to the contrary herein, nothing shall prevent or restrict Executive’s ownership of, serving as a board member or a trustee for, or providing services (in any capacity) to, any entity (or derivative thereof) for which Executive currently has an equity interest and provides such services, provided that such activities: (A) do not reasonably interfere with Executive’s provision of services to the Company and (B) (except for Central Lathing, LLC), such entities are not competing businesses with the Company as set forth in Section 7.

Executive’s Employment Representations. Executive agrees that during the Employment Period he (i) shall not serve as a member devote his full business and professional time and energy to the Company subject to the provisions below. Executive agrees to carry out and abide by all lawful directions of any board the Board and to comply in all material respects with all lawful standards of directorsperformance, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religiouspolicies, and not for profit organizations) other rules and regulations heretofore established by the Company or hereafter established by the Company. Without limiting the generality of the foregoing, Executive shall not, without the consent written approval of the Board, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or entity (other than any direct or indirect affiliate of the Company), whether for compensation or otherwise, during the Employment Period; provided that the foregoing shall not prevent Executive from (i) serving on the boards of directors of, or holding any other offices or positions in, non-profit organizations and, with the prior written approval of the Board, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, (iii) managing Executive’s passive personal investments, (iv) continuing Executive’s existing investment advisory role with Red Line Capital Partners, SA, or (v) subject to written approval of the Board (which consent will approval shall not be unreasonably withheld), other than those board serving on the boards of directors or trustees on which Executive serves of up to two entities that are not competitive with the Company, so long as of date of this Agreement; and (ii) is required to devote sufficient working time to in each case such activities in the Company (other than sick time and civic responsibilities, charitable or religious activities that aggregate do not interfere or conflict with the performance of Executive’s duties) in order to properly carry out Executive’s dutiesduties hereunder or create a potential business or fiduciary conflict. Executive further represents to the Company that Executive (x) is not, to Executive’s knowledge, not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (y) is, to Executive’s knowledge, is under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the this Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable or disqualifying events that would have any material an adverse impact on the Company reputation or its ability to conduct securities offeringsbusiness of the Company.

Executive’s Employment Representations. Executive agrees that he (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religious, and not for profit organizations) without the consent of the Board, which consent will not be unreasonably withheld, other than those board of directors or trustees on which Executive serves as of date of this Agreement; and (ii) is required to devote sufficient working time to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s duties. Executive further represents to the Company that Executive (x) is not, to Executive’s knowledge, violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (y) is, to Executive’s knowledge, under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable disclosable or disqualifying events that would have any material impact on the Company or its ability to conduct securities offerings.. Notwithstanding for the foregoing, Executive may continue to advise Nantworks, Inc., for a period of three (3) months following the Effective Date, subject to the terms and conditions of the Company’s Confidential Information, Invention Assignment and Restrictive Covenant Agreement (the “Confidential Information Agreement”) attached hereto as Exhibit A.

Executive’s Employment Representations. Executive agrees that he (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religious, and not for profit organizations) without the consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld, other than those board of directors or trustees on which Executive serves as of date of this Agreement; and (ii) is required to devote sufficient working time to the Company (other than sick time and civic responsibilities, charitable or religious activities that do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s duties. Executive further represents to the Company that Executive (x) is not, to Executive’s knowledge, violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (y) is, to Executive’s knowledge, under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable disclosable or disqualifying events that would have any material impact on the Company or its ability to conduct securities offerings.. Executive further agrees that as a condition of employment, Executive shall execute herewith and comply with the terms and conditions of the Company’s Confidential Information, Invention Assignment and Restrictive Covenant Agreement (the “Confidential Information Agreement”) attached hereto as Exhibit A.

Executive’s Employment Representations. Executive agrees that he she (i) shall not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for Xxxxxx Innovation Inc. and its subsidiaries and Central Lathing, LLC and civic, religious, and not for profit organizations) without the consent of the Board, Board (which consent will not be unreasonably withheld, other than those board ); (ii) will serve as an Executive of directors or trustees on which Executive serves as of date of this Agreementthe Company; and (iiiii) is required to devote sufficient working time shall not, directly or indirectly, have any interest in, or perform any services for, any business competing with or similar in nature to the Company (other than sick time Company’s business as set forth in Section 7. For the avoidance of doubt, Executive’s relationships with Xxxxxx Innovation Inc. and civic responsibilitiesits subsidiaries and Central Lathing, charitable or religious activities that LLC do not interfere with the performance of Executive’s duties) in order to properly carry out Executive’s dutiesviolate this Section 4(B)(iii). Executive further represents to the Company that (i) Executive (x) is not, to Executive’s knowledge, not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (yii) is, to Executive’s knowledge, Executive is under no contractual, legal, or fiduciary obligation or burden that Executive will allow to interfere with his Executive’s ability to perform services under the Agreement’s terms; and (ziii) Executive has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable disclosable or disqualifying events that would have any material impact on the Company or its ability to conduct securities offerings. Notwithstanding anything to the contrary herein, nothing shall prevent or restrict Executive’s ownership of, serving as a board member or a trustee for, or providing services (in any capacity) to, any entity (or derivative thereof) for which Executive currently has an equity interest and provides such services, provided that such activities: (A) do not reasonably interfere with Executive’s material services to the Company and (B) (except for Xxxxxx Innovation Inc. and its subsidiaries and Central Lathing, LLC), such entities are not competing businesses with the Company as set forth in Section 7.

Executive’s Employment Representations. Executive agrees that during the Employment Period he (i) shall not serve as a member devote his full business and professional time and energy to the Company subject to the provisions below. Executive agrees to carry out and abide 32519/1 11/10/2021 56560382.3 by all lawful directions of any board the CEO and the Board and to comply in all material respects with all lawful standards of directorsperformance, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religiouspolicies, and not for profit organizations) other rules and regulations heretofore established by the Company or hereafter established by the Company. Without limiting the generality of the foregoing, Executive shall not, without the consent written approval of the Board, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or entity (other than any direct or indirect affiliate of the Company), whether for compensation or otherwise, during the Employment Period; provided that the foregoing shall not prevent Executive from (i) serving on the boards of directors of, or holding any other offices or positions in, non-profit organizations and, with the prior written approval of the Board, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, (iii) managing Executive’s passive personal investments, or (iv) subject to written approval of the Board (which consent will approval shall not be unreasonably withheld), other than those board serving on the boards of directors or trustees on which Executive serves of up to two entities that are not competitive with the Company, so long as of date of this Agreement; and (ii) is required to devote sufficient working time to in each case such activities in the Company (other than sick time and civic responsibilities, charitable or religious activities that aggregate do not interfere or conflict with the performance of Executive’s duties) in order to properly carry out Executive’s dutiesduties hereunder or create a potential business or fiduciary conflict. Executive further represents to the Company that Executive (x) is not, to Executive’s knowledge, not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (y) is, to Executive’s knowledge, is under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the this Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable disclosable or disqualifying events that would have any material an adverse impact on the Company reputation or its ability to conduct securities offeringsbusiness of the Company.

Executive’s Employment Representations. Executive agrees that during the Employment Period he (i) shall not serve as a member devote his full business and professional time and energy to the Company subject to the provisions below. Executive agrees to carry out and abide by all lawful directions of any board the Board and to comply in all material respects with all lawful standards of directorsperformance, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religiouspolicies, and not for profit organizations) other rules and regulations heretofore established by the Company or hereafter established by the Company. Without limiting the generality of the foregoing, Executive shall not, without the consent written approval of the Board, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or entity (other than any direct or indirect affiliate of the Company), whether for compensation or otherwise, during the Employment Period; provided that the foregoing shall not prevent Executive from (i) serving on the boards of directors of, or holding any other offices or positions in, non-profit organizations and, with the prior written approval of the Board, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, (iii) managing Executive’s passive personal 32519/1 11/10/2021 56548536.3 investments, or (iv) subject to written approval of the Board (which consent will approval shall not be unreasonably withheld), other than those board serving on the boards of directors or trustees on which Executive serves of up to two entities that are not competitive with the Company, so long as of date of this Agreement; and (ii) is required to devote sufficient working time to in each case such activities in the Company (other than sick time and civic responsibilities, charitable or religious activities that aggregate do not interfere or conflict with the performance of Executive’s duties) in order to properly carry out Executive’s dutiesduties hereunder or create a potential business or fiduciary conflict. Executive further represents to the Company that Executive (x) is not, to Executive’s knowledge, not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject as of the date of this Agreement by entering into this Agreement or providing services under the Agreement’s terms; (y) is, to Executive’s knowledge, is under no contractual, legal, or fiduciary obligation or burden that will interfere with his ability to perform services under the this Agreement’s terms; and (z) has no bankruptcies, convictions, disputes with regulatory agencies, or other discloseable disclosable or disqualifying events that would have any material an adverse impact on the Company reputation or its ability to conduct securities offeringsbusiness of the Company.