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) to enter into a non-solicitation, non-competition, non-disclosure and proprietary rights assignment agreement including a twelve (12) month non-competition and non-solicitation obligation substantially in a form reasonably acceptable to the Board of Directors, including a majority of the Preferred 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 or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including a majority of the Preferred 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement; (ii) each employee to enter into a one (1) year nonsolicitation agreement including and (iii) each employee that also receives any equity grant in connection with his or her employment to enter into a twelve one (121) month non-competition and non-solicitation obligation substantially in a form reasonably acceptable to the Board of Directors, including a majority of the Preferred Directors then in officeyear noncompetition agreement. 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 or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including a majority one of the Preferred Directors then in officeDirectors.

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) to enter into a non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including and (ii) each Key Employee (as defined in the Purchase Agreement) to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to previously approved by the Board of Directors, including Directors (a majority copy of the Preferred Directors then in officewhich has been made available to 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 or any restricted stock agreement between the Company and any employee, without the consent of the Board of Requisite Directors, including a majority of the Preferred Directors then in office.

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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including and (ii) each Key Employee to enter into a twelve (12) month non-competition one year noncompetition and non-solicitation obligation nonsolicitation agreement, each agreement substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of the Preferred 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 or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including a majority at least two of the Preferred Directors then in officeDirectors.

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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including agreement; and (ii) each Key Employee to enter into a twelve one (121) month non-competition and non-solicitation obligation year nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority at least two of the Preferred Directors then in officeDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including a majority at least two of the Preferred Directors then in officeDirectors.

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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including and (ii) each Key Employee to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of the Preferred Directors then in officeat 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 or any restricted stock agreement between the Company and any employee, without the consent of approval by the Board of Directors, including a majority of the Preferred Directors then in officeat least one Investor 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including and (ii) each Key Employee to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of the Preferred 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 or any restricted stock agreement between the Company and any employee, without the consent of approval by the Board of Directors, including a majority of the Preferred all 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including and (ii) each Key Employee to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation substantially nonsolicitation agreement, each in a form reasonably acceptable to the Board of Directors, including Investors holding a majority of the Preferred Directors then in officeRegistrable 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 agreements, or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including a majority of the Preferred 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including a twelve substantially in the form attached hereto as Exhibit A (12) month which, for clarity, need not include non-competition and non-solicitation obligation substantially in covenants, with regard to persons engaged as a form reasonably acceptable to the Board of Directors, including a majority of the Preferred Directors then in officeconsultant/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 or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, Directors (including a majority of the Preferred Directors then in officeDirectors).

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) to enter into a non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including agreement, and (ii) each employee to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, in the case of each of the agreements referenced in the foregoing items (i) and (ii) substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of the Preferred Directors then in officeBoard. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without prior approval by the consent of the Board of Directors, including a majority of the Preferred Directors then in officeBoard.

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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including agreement; and (ii) each of Bxxxx Xxxxx and Nxxxxx Xxxxxxxx to enter into a twelve two (122) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of the Preferred 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 or any restricted stock agreement between the Company and any employee, without the consent approval of the Board of Directors, including a majority of the Preferred Directors then in officeSeries 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including agreement; and (ii) each Key Employee to enter into, to the extent permissible under law, a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of the Preferred 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 or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including a majority of the Preferred Directors then in officeDirectors.

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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including and (ii) each Key Employee to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of the Preferred Directors then in officeboth 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 or any restricted stock agreement between the Company and any employee, without the consent of approval by the Board of Directors, including a majority of the Preferred Directors then in officeboth Series A Directors.

Employee Agreements. The Unless otherwise approved by the Board of Directors, 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including agreement; and (ii) each Key Employee and any executive to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of the Preferred 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 or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including a majority of the Preferred Directors then in office.

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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including and (b) each Key Employee (as defined in the Purchase Agreement), to the extent permitted by applicable law, to enter into a twelve one (121) month nonyear post-competition and termination non-solicitation obligation substantially in a form reasonably acceptable to the Board of Directors, including a majority of the Preferred Directors then in officeagreement. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including a majority of the Preferred 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including and (ii) each Key Employee to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, each substantially in a the form reasonably acceptable to approved by the Board of Directors including the Series B Directors, including a majority of the Preferred 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 or any restricted stock agreement between the Company and any employee, without the unanimous consent of the Board of Series A Directors and the Series B Directors, including a majority of the Preferred Directors 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including agreement; and (ii) each Key Employee to enter into a twelve (12) month non-competition noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including Directors with a majority of the Preferred Directors then in officeterm not to exceed 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 or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including a majority at least one of the Preferred Directors then in officeSeries A 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including agreement; and (ii) each Key Employee to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of the Requisite Preferred Directors then in officeDirector 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 or any restricted stock agreement between the Company and any employee, without the consent of approval by the Board of Directors, including a majority of the Requisite Preferred Directors then in officeDirector 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including and (ii) each Key Employee to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of DirectorsBoard, including a majority the approval of the Preferred Directors then in officeSoleus 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 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 a majority of Soleus Director and the Preferred Directors then in officeHBM Director.

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, or who develops intellectual property related to the Company’s business as conducted or proposed to be conducted, to enter into a non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including agreement; and (b) each Key Employee to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation substantially in a form reasonably acceptable to the Board of Directors, including a majority of the Preferred Directors then in officenonsolicitation agreement. 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 or any restricted stock agreement between the Company and any employee, without the consent approval of the Board of Directors, including a majority of the Preferred Directors Stock Director then in office, if any.

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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including agreement; and (ii) each Key Employee to enter into a twelve one (121) month non-competition year noncompetition, to the extent legally permissible, and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of the Preferred 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 or any restricted stock agreement between the Company and any employee, without the consent of the Board of Series A Directors, including a majority of the Preferred 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 non-solicitation, non-competition, non-disclosure and proprietary rights assignment agreement including and (ii) each Key Employee to enter into a twelve (12) month nonEmployee Confidentiality, Invention Assignment and Non-competition and non-solicitation obligation Competition Agreement, in substantially in a the form reasonably acceptable to the Board of Directors, including a majority of the Preferred Directors then in office. 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 or any restricted stock agreement between the Company and any employee, employee without the consent of those members of the Board of Directors, including a majority such consent to include the consent of each of the Preferred 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including and (ii) each Key Employee to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of DirectorsBoard, including a majority of the at least two (2) Preferred Directors then in officeDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of at least two (2) Preferred Directors, including a majority of the Preferred 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including and (ii) each Key Employee to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority the approval of both of the Preferred Directors then in officeDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of approval by the Board of Directors, including a majority the approval of both of the Preferred Directors then in officeDirectors.

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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including a twelve (12) month non-competition and non-solicitation obligation substantially in a form reasonably acceptable to approved by the Board of Directors, including ; and (ii) each Key Employee to enter into a majority one (1) year noncompetition and nonsolicitation agreement in a form approved by the Board of the Preferred Directors then in officeDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced 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 a majority of the Preferred Directors then in officeInvestor 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including a twelve (12) month non-competition and non-solicitation obligation substantially in a form reasonably acceptable to the Board Investors; and (ii) each Key Employee to enter into a nonsolicitation agreement with a term of Directorsone (1) year, including a majority of the Preferred Directors then in officeor 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 or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including a majority of the Preferred Directors then in officeDirectors.

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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including and (ii) each Key Employee to be bound by at least a twelve one (12) month non-competition 1)-year noncompetition and non-solicitation obligation nonsolicitation agreement, following separation from the Company, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of the Preferred 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 agreements, any employment agreement or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including a majority of the Preferred Directors then in officeSeries B Director.

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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including agreement; and (ii) use commercially reasonable efforts to cause each future Key Employee to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of the Preferred 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 or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including at least a majority of the Preferred Directors then in officeDirectors.

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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement, and with respect to each person now or hereafter employed by the Company or any subsidiary, such agreement including a twelve (12) shall include one-year or six-month non-competition noncompetition and non-solicitation obligation substantially in a form reasonably acceptable to provisions, unless otherwise approved by the Board of Directors, including a majority of the Preferred 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 or any restricted stock agreement between the Company and any employee, without the unanimous consent of the Board of Preferred Directors, including a majority of the Preferred 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including agreement; and (ii) each Key Employee now or hereafter employed by it or by any subsidiary to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of the Preferred 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 or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors, including a majority of the Preferred 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 non-solicitation, non-competition, non-disclosure nondisclosure and proprietary rights assignment agreement including and (ii) each Key Employee to enter into a twelve one (121) month non-competition year noncompetition and non-solicitation obligation nonsolicitation agreement, substantially in a the form reasonably acceptable to approved by the Board of Directors, including a majority of in the Preferred Directors then in office. 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 or any restricted stock agreement between the Company and any employee, without the unanimous consent of the Board of Series C Directors, including a majority of the Preferred Directors then in office.