Common use of Ongoing Cooperation Clause in Contracts

Ongoing Cooperation. Subject to Section 6, Consultant agrees that Consultant will assist and cooperate with the Company and its affiliates (i) concerning reasonable requests for information about the business of the Company or its affiliates or Consultant’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by Consultant, pertinent knowledge possessed by Consultant, or any act or omission by Consultant, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by Consultant, pertinent knowledge possessed by Consultant, or any act or omission by Consultant. Consultant’s full reasonable cooperation shall include, but not be limited to, being available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, including in connection with interviews and factual investigations), executing documents Consultant knows to be accurate and truthful, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, turning over to the Company all relevant Company documents which are or may have come into Consultant’s possession during Consultant’s employment or during the Consulting Period and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. In requesting such services, the Company will consider other commitments that Consultant may have at the time of the request and shall reimburse Consultant for reasonable expenses consistent with expense reimbursement for senior executives of the Company. To the extent Consultant is made, or are threatened to be made, a party to or participant in any proceeding relating to Consultant’s employment by the Company and/or service as a Director or Officer of the Company, the Company shall provide Consultant indemnification as described in the Indemnification and Advancement Agreement entered into by and between Consultant and the Company on our around June 9, 2022, and/or the Company’s ByLaws and Certificate of Incorporation as amended.

Ongoing Cooperation. Subject to Section 68, Consultant Employee agrees that Consultant Employee will assist and cooperate with the Company and its affiliates (i) concerning reasonable requests for information about the business of the Company or its affiliates or ConsultantEmployee’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by ConsultantEmployee, pertinent knowledge possessed by ConsultantEmployee, or any act or omission by ConsultantEmployee, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by ConsultantEmployee, pertinent knowledge possessed by ConsultantEmployee, or any act or omission by ConsultantEmployee. ConsultantEmployee’s full reasonable cooperation shall include, but not be limited to, being available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, including in connection with interviews and factual investigations), executing documents Consultant knows to be accurate and truthfultruthful documents, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, turning over to the Company all relevant Company documents which are or may have come into Consultant’s possession during Consultant’s employment or during the Consulting Period and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. In requesting such services, the Company will consider other commitments that Consultant Employee may have at the time of the request. The Company agrees to reimburse Employee for any reasonable, out-of-pocket expenses incurred in connection with Employee’s performance of obligations pursuant to this Section for which Employee has obtained prior approval from the Company, and in the event that the services performed by Employee at the request and shall reimburse Consultant for reasonable expenses consistent with expense reimbursement for senior executives of the Company. To Company pursuant to this Section require a material and ongoing time commitment by Employee, the extent Consultant is made, or are threatened parties will in negotiate in good faith the amount of compensation to be made, a party to or participant in any proceeding relating to Consultant’s employment paid by the Company and/or service as a Director or Officer of the Company, the Company shall provide Consultant indemnification as described in the Indemnification and Advancement Agreement entered into by and between Consultant and the Company on our around June 9, 2022, and/or the Company’s ByLaws and Certificate of Incorporation as amendedto Employee with respect to such services.

Ongoing Cooperation. Subject to Section 67, Consultant Executive agrees that Consultant Executive will assist and cooperate with the Company Company, its affiliates and its affiliates counsel (i) concerning reasonable requests for information about the business of the Company or its affiliates or ConsultantExecutive’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, regulatory, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by ConsultantExecutive, pertinent knowledge possessed by ConsultantExecutive, or any act or omission by ConsultantExecutive, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by ConsultantExecutive, pertinent knowledge possessed by ConsultantExecutive, or any act or omission by ConsultantExecutive. ConsultantExecutive’s full reasonable cooperation shall include, but not be limited to, providing true and complete factual information and producing all documents and records in your possession or control that may be requested by the Company or its counsel, being | available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, including in connection with interviews and factual investigations), executing documents Consultant Executive knows to be accurate and truthful, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, turning over to the Company all relevant Company documents which are or may have come into Consultant’s possession during Consultant’s employment or during the Consulting Period and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. In requesting such services, the Company will reasonably consider other commitments that Consultant Executive may have at the time of the request and shall reimburse Consultant Executive for reasonable expenses consistent with expense reimbursement for senior executives of the Company. To Following the extent Consultant is made, Departure Date and after such time that Executive has provided an aggregate of 10 hours of assistance or are threatened cooperation to be made, a party to or participant in any proceeding relating to Consultant’s employment by the Company and/or service as a Director or Officer of the Companypursuant to this Section 8, the Company shall provide Consultant indemnification pay Executive the hourly equivalent of Executive’s compensation rate as described of Executive’s termination of employment, subject to Executive’s submission of an invoice or similar documentation in a form reasonably requested by the Indemnification and Advancement Agreement entered into by and between Consultant and the Company on our around June 9Company, 2022, and/or payable in accordance with the Company’s ByLaws and Certificate applicable payroll practices as in effect from time to time. Executive shall not be required to cooperate against her own legal interests or those of Incorporation as amendeda subsequent employer.

Ongoing Cooperation. Subject For a period of one year (the “Ongoing Cooperation Period”) following the Resignation Date, the Executive agrees to Section 6use his best efforts to assist, Consultant agrees that Consultant will assist advise, and cooperate with the Company and its affiliates (i) concerning reasonable requests for information about the business of if the Company so requests on issues that arose or its affiliates were in any way developing during his employment with the Company, subject to Executive’s availability given his employment and personal obligations, if any, at that time. The Executive shall furnish such assistance, advice or Consultant’s involvement cooperation to the Company as the Company shall reasonably request and participation thereinas is within the Executive's reasonable capability. Such assistance, (ii) advice and cooperation may include, but shall not be limited to the preparation for, or the conduct of, any litigation, investigation, or proceeding involving matters or events which occurred during the Executive's employment by the Company as to which the Executive's knowledge or testimony may be important to the Company. In connection with the preparation for, or the conduct of such litigation, investigation or proceeding as described in the preceding sentence, the Executive shall promptly provide the Company with any records or other materials in his possession that the Company shall request in connection with the defensedefense or prosecution of such litigation, prosecution investigation or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding proceeding. If and to the extent such claimsthat the Company requests that the Executive provide assistance, actions, investigations or proceedings relate to services performed or required to be performed by Consultant, pertinent knowledge possessed by Consultantadvice, or any act or omission by Consultant, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates cooperation to services performed or required to be performed by Consultant, pertinent knowledge possessed by Consultant, or any act or omission by Consultant. Consultant’s full reasonable cooperation shall include, but not be limited to, being available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel as described above, or it requests that he attend a meeting, deposition, or trial at reasonable times and locations, including in connection with interviews and factual investigations), executing documents Consultant knows to be accurate and truthful, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, turning over to the Company all relevant Company documents which are or may have come into Consultant’s possession during Consultant’s employment or any time during the Consulting Period and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. In requesting such services, the Company will consider other commitments that Consultant may have at the time of the request and shall reimburse Consultant for reasonable expenses consistent with expense reimbursement for senior executives of the Company. To the extent Consultant is made, or are threatened to be made, a party to or participant in any proceeding relating to Consultant’s employment by the Company and/or service as a Director or Officer of the CompanyOngoing Cooperation Period, the Company shall provide Consultant indemnification as described compensate the Executive for his time at the rate of $600.00 for each hour during which Executive complies with such request. The Company shall also pay or reimburse the Executive for (i) his reasonable legal fees and expenses incurred in the Indemnification and Advancement Agreement entered into by and between Consultant and course of providing such cooperation, provided that the Company on our around June 9agrees that the Executive’s engagement of his own counsel is necessary and appropriate, 2022and (ii) his travel expenses reasonably incurred in the course of providing such cooperation, and/or provided that the Company’s ByLaws and Certificate Executive provides reasonable substantiating documentation by November 30 of Incorporation as amendedthe calendar year following the calendar year in which the fee or expense was incurred; the Company shall make any payment required under this sentence within thirty days after receipt of such documentation.

Ongoing Cooperation. Subject to Section 68, Consultant Executive agrees that Consultant Executive will assist and cooperate with the Company Company, its affiliates and its affiliates counsel (i) concerning reasonable requests for information about the business of the Company or its affiliates or ConsultantExecutive’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, regulatory, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by ConsultantExecutive, pertinent knowledge possessed by ConsultantExecutive, or any act or omission by ConsultantExecutive, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by ConsultantExecutive, pertinent knowledge possessed by ConsultantExecutive, or any act or omission by ConsultantExecutive. ConsultantExecutive’s full reasonable cooperation shall include, but not be limited to, providing true and complete factual information and producing all documents and records in your possession or control that may be requested by the Company or its counsel, being available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, including in connection with interviews and factual investigations), executing documents Consultant Executive knows to be accurate and truthful, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, turning over to the Company all relevant Company documents which are or may have come into Consultant’s possession during Consultant’s employment or during the Consulting Period and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. In requesting such services, the Company will consider other commitments that Consultant Executive may have at the time of the request and shall reimburse Consultant Executive for reasonable expenses consistent with expense reimbursement for senior executives of the Company. To the extent Consultant is made, or are threatened to be made, a party to or participant in any proceeding relating to Consultant’s employment by the Company and/or service as a Director or Officer of the Company, the Company shall provide Consultant indemnification as described in the Indemnification and Advancement Agreement entered into by and between Consultant and the Company on our around June 9, 2022, and/or the Company’s ByLaws and Certificate of Incorporation as amended.