Common use of Protected Activities Clause in Contracts

Protected Activities. Notwithstanding anything in this Agreement or the PIIA to the contrary, nothing contained in this Agreement or the PIIA shall prohibit Consultant from (i) communicating directly with, filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Equal Employment Opportunity Commission, the National Labor Relations Board (the “NLRB”), the Occupational Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other securities regulatory agency, self- regulatory authority or federal, state or local regulatory authority (collectively, “Government Agencies”), or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (ii) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to any Government Agencies for the purpose of reporting or investigating a suspected violation of law, or from providing such information to his attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, and/or (iii) receiving an award for information provided to any Government Agency. Further, nothing herein will prevent Consultant from participating in activity permitted by Section 7 of the National Labor Relations Act or from filing an unfair labor practice charge with the NLRB. For the avoidance of doubt, Consultant does not need to notify or obtain the prior authorization of the Company to exercise any of the foregoing rights. Pursuant to 18 USC Section 1833(b), Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude either party from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If Consultant is required to provide testimony, then unless otherwise directed or requested by a Government Agency or law enforcement, Consultant shall notify the Company as soon as reasonably practicable after receiving any such request of the anticipated testimony. Further, nothing in this Agreement prevents Consultant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Consultant has reason to believe is unlawful.

Protected Activities. Notwithstanding anything Nothing in this Agreement or the PIIA to the contrary, nothing contained in this Agreement or the PIIA shall prohibit Consultant or impede Employee from (i) communicating directly withcommunicating, cooperating or filing a charge with, reporting possible violations of federal law or regulation to, participating in complaint with any investigation by, or cooperating with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Equal Employment Opportunity Commission, the National Labor Relations Board (the “NLRB”), the Occupational Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other securities regulatory agency, self- regulatory authority or federal, state or local regulatory authority governmental or law enforcement branch, agency or entity (collectively, a “Government AgenciesGovernmental Entity”)) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making other disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of applicable any such law or regulation; provided, (ii) communicating directly with, cooperating with, or providing information (including trade secrets) that in confidence to any Government Agencies for the purpose of reporting or investigating a suspected violation of each case such communications and disclosures are consistent with applicable law, or from providing such information to his attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, and/or (iii) receiving . Employee understands and acknowledges that an award for information provided to any Government Agency. Further, nothing herein will prevent Consultant from participating in activity permitted by Section 7 of the National Labor Relations Act or from filing an unfair labor practice charge with the NLRB. For the avoidance of doubt, Consultant does not need to notify or obtain the prior authorization of the Company to exercise any of the foregoing rights. Pursuant to 18 USC Section 1833(b), Consultant will individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: made (A1) in confidence to a federal, state, or local government official, either directly or indirectly, official or to an attorney, and attorney solely for the purpose of reporting or investigating a suspected violation of law; , or (B2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. FurtherEmployee understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, nothing if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Except as otherwise provided in this Agreement paragraph or under applicable law, under no circumstance is intended Employee authorized to disclose any information covered by the Company’s attorney-client privilege or shall preclude either party from providing truthful testimony in response attorney work product, or the Company’s trade secrets, without the prior written consent of the Company. Employee does not need the prior authorization of (or to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If Consultant is required to provide testimony, then unless otherwise directed or requested by a Government Agency or law enforcement, Consultant shall notify give notice to) any member of the Company as soon as reasonably practicable after receiving or its affiliates regarding any such request of the anticipated testimony. Furthercommunication, nothing disclosure, or activity described in this Agreement prevents Consultant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Consultant has reason to believe is unlawfulparagraph.

Protected Activities. Notwithstanding anything This Agreement shall not be construed or applied in this Agreement a manner that limits or interferes with Executive’s right to discuss or disclose information about unlawful acts in the PIIA workplace, such as harassment or discrimination or any other conduct that employees have reason to believe is unlawful, and, without notice to or authorization of the contraryCompany, nothing contained in this Agreement or the PIIA shall prohibit Consultant from (i) communicating directly withto communicate and cooperate in good faith with any self-regulatory organization or U.S. federal, filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation bystate, or cooperating with the U.S. Securities and Exchange Commissionlocal governmental or law enforcement branch, the Financial Industry Regulatory Authority, the Equal Employment Opportunity Commission, the National Labor Relations Board (the “NLRB”), the Occupational Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other securities regulatory agency, self- regulatory authority commission, or federal, state or local regulatory authority entity (collectively, a “Government AgenciesEntity”)) for the purpose of (A) reporting a possible violation of any U.S. federal, state, or making other disclosures that are protected under the whistleblower provisions of applicable local law or regulation, (iiB) communicating directly withparticipating in any investigation or proceeding that may be conducted or managed by any Government Entity, cooperating withincluding by providing documents or other information, or providing information (including trade secretsC) filing a charge or complaint with a Government Entity, provided that in confidence to any Government Agencies for the purpose of reporting or investigating a suspected violation of each case, such communications, participation, and disclosures are consistent with applicable law, or from providing such information (ii) to his attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, engage counsel to pursue enforcement and/or (iii) receiving an award for information provided to any Government Agency. Further, nothing herein will prevent Consultant from participating in activity permitted by Section 7 interpretation of the National Labor Relations Act or from filing an unfair labor practice charge with the NLRB. For the avoidance of doubt, Consultant does not need to notify or obtain the prior authorization of the Company to exercise any of the foregoing rightsthis Agreement. Pursuant to 18 USC Section 1833(b)the Defend Trade Secrets Act of 2016, Consultant will Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: made (Ai) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; , or (Bii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. FurtherIf Executive files a lawsuit for retaliation by the Company Group for reporting a suspected violation of law, nothing Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. All disclosures and other conduct permitted under this Section 12(b) are herein referred to as “Protected Activities.” Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any Confidential and Proprietary Information as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or other authorized officer designated by the Company, except to the extent disclosure of such privileged information to a Government Entity is permitted under applicable law, regulation or state attorney conduct rules. Additionally, this Agreement does not interfere with Executive’s right to disclose information regarding Executive’s compensation and benefits to Executive’s spouse, accountants, counsel, financial advisors and lenders with a need to know such information, it being understood that Executive will advise such persons of their confidentiality obligations with respect thereto, and ensure that such persons are bound by obligations of confidentiality reasonably comparable to those imposed in this Agreement is intended to Agreement. Nothing in this Agreement, including Executive’s confidentiality and nondisparagement obligations, shall interfere with or shall preclude either party from providing truthful testimony in response to a valid subpoenalimit Executive’s rights under the Conscientious Employee Protection Act, court orderthe New Jersey Law Against Discrimination, regulatory request or other judicialapplicable federal, administrative state, or legal process local laws that cannot be waived by agreement, including but not limited to engaging in whistleblower activities, reporting unlawful conduct, or otherwise as required by law. If Consultant is required to provide testimony, then unless otherwise directed or requested by a Government Agency or law enforcement, Consultant shall notify the Company as soon as reasonably practicable after receiving any such request of the anticipated testimony. Further, nothing in this Agreement prevents Consultant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Consultant has reason to believe is unlawfulasserting rights protected under these statutes.

Protected Activities. Notwithstanding anything This Agreement shall not be construed or applied in this Agreement a manner that limits or interferes with Executive’s right to discuss or disclose information about unlawful acts in the PIIA workplace, such as harassment or discrimination or any other conduct that employees have reason to believe is unlawful, and, without notice to or authorization of the contraryCompany, nothing contained in this Agreement or the PIIA shall prohibit Consultant from (i) communicating directly withto communicate and cooperate in good faith with any self-regulatory organization or U.S. federal, filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation bystate, or cooperating with the U.S. Securities and Exchange Commissionlocal governmental or law enforcement branch, the Financial Industry Regulatory Authority, the Equal Employment Opportunity Commission, the National Labor Relations Board (the “NLRB”), the Occupational Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other securities regulatory agency, self- regulatory authority commission, or federal, state or local regulatory authority entity (collectively, a “Government AgenciesEntity”)) for the purpose of (A) reporting a possible violation of any U.S. federal, state, or making other disclosures that are protected under the whistleblower provisions of applicable local law or regulation, (iiB) communicating directly withparticipating in any investigation or proceeding that may be conducted or managed by any Government Entity, cooperating withincluding by providing documents or other information, or providing information (including trade secretsC) filing a charge or complaint with a Government Entity, provided that in confidence to any Government Agencies for the purpose of reporting or investigating a suspected violation of each case, such communications, participation, and disclosures are consistent with applicable law, or from providing such information (ii) to his attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, engage counsel to pursue enforcement and/or (iii) receiving an award for information provided to any Government Agency. Further, nothing herein will prevent Consultant from participating in activity permitted by Section 7 interpretation of the National Labor Relations Act or from filing an unfair labor practice charge with the NLRB. For the avoidance of doubt, Consultant does not need to notify or obtain the prior authorization of the Company to exercise any of the foregoing rightsthis Agreement. Pursuant to 18 USC Section 1833(b)the Defend Trade Secrets Act of 2016, Consultant will Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: made (Ai) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; , or (Bii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. FurtherIf Executive files a lawsuit for retaliation by the Company Group for reporting a suspected violation of law, nothing Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. All disclosures and other conduct permitted under this Section 12(b) are herein referred to as “Protected Activities.” Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any Confidential and Proprietary Information as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or other authorized officer designated by the Company, except to the extent disclosure of such privileged information to a Government Entity is permitted under applicable law, regulation or state attorney conduct rules. Additionally, this Agreement does not interfere with Executive’s right to disclose information regarding Executive’s compensation and benefits to Executive’s spouse, accountants, counsel, financial advisors and lenders with a need to know such information, it being understood that Executive will advise such persons of their confidentiality obligations with respect thereto, and ensure that such persons are bound by obligations of confidentiality reasonably comparable to those imposed in this Agreement is intended to Agreement. Nothing in this Agreement, including Executive’s confidentiality and nondisparagement obligations, shall interfere with or shall preclude either party from providing truthful testimony in response to a valid subpoenalimit Executive’s rights under the Conscientious Employee Protection Act, court orderthe Connecticut Law Against Discrimination, regulatory request or other judicialapplicable federal, administrative state, or legal process local laws that cannot be waived by agreement, including but not limited to engaging in whistleblower activities, reporting unlawful conduct, or otherwise as required by law. If Consultant is required to provide testimony, then unless otherwise directed or requested by a Government Agency or law enforcement, Consultant shall notify the Company as soon as reasonably practicable after receiving any such request of the anticipated testimony. Further, nothing in this Agreement prevents Consultant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Consultant has reason to believe is unlawfulasserting rights protected under these statutes.

Protected Activities. Notwithstanding anything Executive and the Company each acknowledge and agree that nothing in this Agreement shall be applied to limit or interfere with Executive’s right, without notice to or authorization of the PIIA Company, to communicate and cooperate in good faith with a Government Agency for the contrary, nothing contained in this Agreement or the PIIA shall prohibit Consultant from purpose of (i) communicating directly withreporting a possible violation of any U.S. federal, filing a charge withstate, reporting possible violations of federal or local law or regulation toregulation, (ii) participating in any investigation byor proceeding that may be conducted or managed by any Government Agency, including by providing documents or other information, or cooperating (iii) filing a charge or complaint with a Government Agency. For purposes of this Agreement, “Government Agency” means the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Equal Employment Opportunity Commission, the National Labor Relations Board (the “NLRB”), the Occupational Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other securities self-regulatory agency, self- regulatory authority organization or any other federal, state or local regulatory authority (collectively, “Government Agencies”), governmental agency or making other disclosures commission. Executive understands that are protected under the whistleblower provisions of applicable law or regulation, (ii) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to any Government Agencies for the purpose of reporting or investigating a suspected violation of law, or from providing such information to his attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, and/or (iii) receiving an award for information provided to any Government Agency. Further, nothing herein will prevent Consultant from participating in activity permitted by Section 7 of the National Labor Relations Act or from filing an unfair labor practice charge with the NLRB. For the avoidance of doubt, Consultant does not need to notify or obtain the prior authorization of the Company to exercise any of the foregoing rights. Pursuant to 18 USC Section 1833(b), Consultant Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: made (Aa) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or , (Bb) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Executive’s attorney in such lawsuit, provided that Executive must file any document containing the trade secret under seal, and Executive may not disclose the trade secret, except pursuant to court order. FurtherHowever, nothing Executive is not authorized to make any disclosures as to which the Company may assert protection from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company. The disclosures and actions protected in this Agreement is intended Section 17 are referred to or shall preclude either party from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise herein as required by law. If Consultant is required to provide testimony, then unless otherwise directed or requested by a Government Agency or law enforcement, Consultant shall notify the Company as soon as reasonably practicable after receiving any such request of the anticipated testimony. Further, nothing in this Agreement prevents Consultant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Consultant has reason to believe is unlawful“Protected Activities.”