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本《索賠分離與解除協議》（可修改後版本，「協議」）構成Prakesh Patel（「個人」）與公司（如下一段所定義）間於生效日期（如下文所定義）生效的約定。執行人及公司共同稱爲“協議”）構成Prakesh Patel（“高管”），個人，和公司（如下一段所定義）之間於生效日期（如下文所定義）生效的約定。執行人及公司共同稱爲“當事人”或各自稱爲“方.”

根據本協議的目的，“公司”表示Delaware州的Stem, Inc.一家公司，代表其關聯公司，包括但不限於Delaware州的Stem US Operations Inc.一家公司； (b)“附屬公司”意味着對於任何個人而言，任何直接或間接通過一個或多箇中間人控制、被控制或與問提到的人共同受控制的其他個人。在本文中使用，「控制」一詞指的是(a)直接或間接持有50%或更多的投票證券或投票權益，或者在有限合夥企業的情況下，直接或通過問提到個人控制的一個實體持有50%或更多的普通合夥利益；或(b)具有通過合同或其他方式指導問提到個人管理的能力；和(c)“持有”表示任何個人、公司（包括任何非營利公司）、一般合夥企業或有限合夥企業、有限責任公司、合資企業、信託、委託、協會、組織、工會或其他實體或政府機構。

1.僱傭的最後一天；支付和福利執行官在2024年8月6日（太平洋時間晚上11:59）與公司及其關聯公司的最後工作日（“分離日期）。截至分離日期，執行官辭去了與公司的任何和所有公司職務、董事會職位、授權委託、委員會成員資格以及任何其他公司角色。執行官的所有健康保險福利於2024年8月31日太平洋時間凌晨12:01起終止，但執行官有權按照下文規定繼續他的健康保險權利。執行官參與的所有福利和就業相關事項，包括但不限於獎金積累、假期以及帶薪休假，在分離日期終止。

b.公司應根據離職日有效的高管基本工資的65％的目標機會，向高管支付高管年度激勵獎金的比例部分（”年度獎金”）2024財年，基於Stem, Inc.董事會確定的適用獎金目標和條件的實際實現情況（”板”）或該年度的董事會委員會（通過將整個財政年度應支付的年度獎金金額乘以分數來確定，分數的分子應等於在解僱的財政年度內高管受僱於公司併爲公司提供服務的天數，其分母爲365天），同時向公司的其他高級管理人員支付該年度的獎金公司，但無論如何都不遲於 2025 年 3 月 15 日。

c.前提是行政部門及時選出1985年《合併綜合預算調節法》下的延續保險（”眼鏡蛇”），公司應直接向高管和高管的受保人支付或報銷高管的保費，以根據COBRA的規定維持持續的健康保險，直至（A）離職12個月週年紀念日以及（B）高管和高管的受保受撫養人（如果有）根據高管新僱主計劃獲得醫療保險的資格之日，以較早者爲準。儘管如此，如果公司無法繼續根據適用法律（包括但不限於《公共衛生服務法》第2716條）爲其集團健康計劃中的高管提供保障，而不會受到處罰，則無論哪種情況，都應以基本相等的每月分期付款向高管支付相當於每份剩餘公司補貼的金額。

b.所有未在分離日期前行使的未發行期權將自動取消並沒收。除下列所定之排除期權外，所有在分離日期前已授予執行長的已發行期權將可行使至分離日期後五（5）年，或至該已發行期權適用之行使期限屆滿前之期間為止，以時限較短者為準，儘管在適用情況下，Stem, Inc. 2021股權激勵計劃（以下簡稱為“計劃”）之條款。2021 計劃，Stem, Inc., 2024股權激勵計劃和適用的獎勵協議。排除期權” 指的是（i）2021年5月向執行長發行的期權（行使價格為$25.34），並且在分離日期前已行使的（以下稱“2021期權”）；（ii）2022年3月向執行長發行的期權（行使價格為$9.33），並且在分離日期前已行使的（以下稱“2021期權”));2022 期權”); 以及 (iii) 2023年2月發給執行主管的股票期權 (行使價格為$10.25)，並且已在分離日期生效 (「根據2023計劃，你們每個人都被授予了股票期權（「2023期權」），而且你們每個人的薪水都被延遲支付。在公司現在提供的選擇權（「2023期權」）下，你有權利但無義務選擇立即加速你的2023期權的最多50％（不再受限於分配），並由你行使，這意味著這些選擇權將轉換為公司已發行的股份。」。為了明確起見，雙方同意2021年期權、2022年期權和2023年期權應繼續受2021年計劃第5(g)條款約束，因此可以在分離日期後3個月內行使。

4.釋放索賠總區塊執行長，包括個人名義以及個人的繼承人、執行人、管理人、繼任人和轉讓人（本協議其餘部分統一稱為「31-Dec」），明知自願放棄永久釋放公司及其附屬公司、前身、保險公司、分部、繼任人和轉讓人、現任和前任員工、律師、高級職員、董事和代理人本人以及在其業務能力中的工作人員福利計劃和計劃的管理人和受託人（本協議其餘部分統一稱為「公司發布」），從任何爭議、分歧、索賠、投訴、糾紛、負擔、訴訟、請願和要求或法律上可通過私下協議釋放的訴因（合稱為「索賠」可能合法通過私下協議釋放的所有已知和未知內容。

•任何關於不當解僱、違反公共政策的終止、歧視、騷擾、報復、違反合同（明示和暗示）、違反善意和公平原則（明示和暗示）、承諾憑藉、疏忽或故意造成情感困擾、欺詐、疏忽或故意誤導、疏忽或故意干涉合同或未來經濟利益、不公平的業務行為、誹謗、誹謗、誹謗、疏忽、人身傷害、攻擊、電池、侵犯隱私、非法禁錮、侵占和殘疾福利的索賠皆包括在內;

•所有違反任何聯邦、州或市法規或外國憲章的索賠，包括但不限於1964年民權法案第七條、1991年民權法案、1973年康復法案、1990年美國殘疾人法案、平等薪酬法、公平勞動標準法、公平信用報告法、1967年就業年齡歧視法案、老年工作者福利保護法案、1974年執行退休收入安全法案、員工調整和再培訓通知法案、家庭醫療休假法案、2002年薩班斯-豪利法案、移民控制和改革法案、負擔得起的醫療法案、加州家庭權益法案、加州勞動法典、加州勞工董事會法案和加州公平就業和住房法案;

Executive agrees that the Agreement set forth in this Section 4 shall be and remain in effect in all respects as a complete general release as to the matters released. This Agreement shall not extend to any Claim or cause of action to enforce (1) any obligations incurred under this Agreement, (2) any vested rights Executive has under the employee benefit plans, programs or policies of the Company and its affiliates, as in effect as of the date hereof; (3) any indemnification rights to which Executive is entitled under the Company’s governing documents, by contract, or law; or (4) Executive’s rights following the date hereof with respect to any vested equity awards as of the date hereof. This Agreement is not intended to release any Claims, that the Executive is

not free to release on his or her own accord. Executive waives participation, to the extent permitted by law, in any class or collective action, as either a class or collective action representative or participant as to those claims not released, by signing this Agreement prior to the conditional certification of a class or collective action. This Agreement does not waive participation in a class or collective action certified prior to the date of the Executive’s signature if the Executive meets the requirements for the defined class or collective class.

5.Acknowledgment of Waiver of Claims under ADEA. Executive expressly acknowledges and agrees that by entering into this Agreement, he is waiving and releasing any and all rights or Claims that Executive may have under the Age Discrimination in Employment Act of 1967 (the “ADEA”), and that this Agreement is knowing and voluntary. Executive agrees that this Agreement does not apply to any rights or claims that may arise under the ADEA after the Effective Date. Executive acknowledges that the consideration given hereunder for this Agreement is in addition to anything of value to which Executive was already entitled to receive prior to entering into this Agreement. Executive further acknowledges that Executive has been advised is advised by this writing that: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive was given a copy of this Agreement on August 6, 2024, and has been given at least twenty-one (21) calendar days within which to consider whether to sign it; (c) if Executive accepts this Agreement, he has seven (7) calendar days following his execution hereof to revoke it; (d) this Agreement will not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this Agreement and returns it to the Company in fewer than the 21-calendar day period identified above, Executive hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. Executive acknowledges and understands that revocation must be accomplished by a written notification to the Chief People Officer of Stem, Inc. via email and received on or before the 7th calendar day following execution of this Agreement. In the event Executive timely revokes acceptance of this Agreement, the Company shall have no obligation to pay, or otherwise deliver to Executive, any part of the consideration hereunder. The Parties agree that changes, whether material or immaterial, do not restart the running of the 21-calendar day period.

7.Affirmations. Executive affirms that Executive has not filed, caused to be filed, and is not currently a party to, any claim, complaint, or action against any Company Releasees in any forum or form. If the aforementioned is not accurate, Executive acknowledges and agrees that such claims, complaints or actions, to the extent permitted by law, may be waived by this Agreement, and Company advises Executive to consult with an attorney prior to executing this Agreement. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseases.

Executive affirms that all of the Company’s decisions regarding Executive’s pay and benefits through the Separation Date were not discriminatory based on age, disability, race, color, sex, sexual orientation, gender, gender identity, gender expression, pregnancy, marital status, veteran status, religion, national origin, ancestry, mental or physical disability, medical condition, denial of family and medical care leave, or any other classification protected by law.

8.Consideration and Post-Employment Covenants. For the consideration provided to Executive in this Agreement, Executive (1) agrees to continue to comply with Article V (Proprietary Information and Confidentiality Obligations) and Article VI (Section 6.3 only) of the Employment Agreement. Article V (Proprietary Information and Confidentiality Obligations) and Article VI (Section 6.3 only) are incorporated herein by reference as if set out in full, and (2) also agrees to be bound by the following covenants:

a.Return of Property. No later than September 25, 2024, if not sooner, Executive shall deliver to the Company all (and will not keep in Executive’s possession or control, and will not recreate or deliver to anyone else, any) Confidential Information, as well as all other devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, customer or client lists or information, or any other documents or property (including all reproductions of the aforementioned items) belonging to the Company or any of its Affiliates or ventures, regardless of whether such items were prepared by Executive. Executive’s signature below constitutes Executive’s certification under penalty of perjury that Executive will return all documents and other items provided to Executive by the Company or any of its Affiliates, developed or obtained by Executive in connection with his employment with the Company, or otherwise belonging to the Company. Executive understands that the Company, in its sole discretion, may choose to delay any payments due to Executive under this Agreement unless and until Executive complies with this paragraph, but such delay shall not relieve Executive of Executive’s other obligations under this Agreement or Executive’s release of claims. The obligations in this Section 8(a) are in addition to Executive’s obligations set forth in Section 5 of that certain At-Will Employment, Confidential Information, Invention Assignment

b.Nonsolicitation. For the period of 12 months following the Separation Date (the “Restricted Period”), Executive will not directly or indirectly, for the benefit of another business, recruit, hire, solicit, or assist others in recruiting, hiring, or soliciting any person, who is, at the time of the recruiting, hiring, or solicitation, an employee of the Company to leave the employment of the Company, or work for a competing business. This restriction will be limited to persons: (1) with whom Executive had contact or business dealings while employed by Company; (2) who worked in Executive’s business unit; or (3) about whom Executive had access to confidential information. If Executive resides in California at the time this Agreement is entered into, then the forgoing restriction shall not be applicable to Executive if it would restrain Executive from “engaging in a lawful profession, trade, or business of any kind” as such is interpreted under Cal. Bus. & Prof. Code §16600. However, conduct involving misappropriation of Company trade secrets will remain prohibited and nothing in this Agreement shall be construed to limit or eliminate any rights or remedies the Company would have against Executive under trade secret law, unfair competition law, or other laws applicable in California absent this Agreement, if Executive uses trade secrets or other protected confidential information to help a competitor solicit an employee of the Company.

c.Nondisparagement. Executive covenants that he shall not, directly or indirectly, whether in writing, orally or electronically, make any false negative, derogatory or other comment with knowledge of their falsity or with reckless disregard for their truth or falsity that could reasonably be expected to be detrimental to the Company or any of its Affiliates, their business or operations, or to any of its or their current or former employees, officers or directors. Notwithstanding the foregoing, nothing in this Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. The Company shall not, directly or indirectly, whether in writing, orally or electronically, make any false negative, derogatory or other comment with knowledge of their falsity or with reckless disregard for their truth or falsity that could reasonably be expected to be detrimental to Executive. Executive understands that the Company’s obligations under this paragraph (c) extend only to the Company’s current executive officers and members of its Board of Directors and only for so long as each officer or member is an employee or Director of the Company.

d.Executive agrees that these restrictions are reasonable in light of the consideration given. Executive was given an opportunity to review these restrictions, advised to consult with an attorney, and agreed to these restrictions as an agreement ancillary to Executive’s agreement to protect the Company Confidential Information, which was made in exchange for the Company’s provision of confidential information, as well as its agreement to the additional benefits provided in Section 1. The Company is relying on Executive’s commitment to comply with the restrictions set forth in this Section 8 in agreeing to pay the consideration set forth in Section 1 and this commitment is ancillary to Executive’s agreement to protect the Company’s confidential information. Executive acknowledges that in the event of a breach by Executive of these restrictive covenants, the covenants may be enforced by temporary restraining order, preliminary or temporary injunction and permanent injunction, in addition to any other remedies that may be available by law. In that connection, Executive acknowledges that in the event of a breach, the Company may suffer irreparable injury for which there is no adequate legal remedy, in

e.Reasonable Cooperation. Beginning on the Separation Date and for twelve (12) months thereafter, Executive agrees that Executive will reasonably cooperate with and assist the Company, its subsidiaries and Affiliates, and any of their respective officers, directors, shareholders or employees: (A) concerning requests for information about the business of the Company or its subsidiaries or Affiliates or Executive’s involvement and participation therein (including but not limited to requests and subpoenas to provide information or testimony); (B) in connection with any investigation or review by the Company or any federal, state or local regulatory, quasi-regulatory or self-governing authority as any such investigation or review relates to events or occurrences that transpired while Executive were employed by the Company; and (C) with respect to transition and succession matters. Executive’s cooperation shall include, but not be limited to (taking into account Executive’s personal and professional obligations, including those to any new employer or entity to which Executive provide services), being available to meet and speak with officers or employees of the Company and/or the Company’s counsel at reasonable times and locations, executing accurate and truthful documents, and taking such other actions as may reasonably be requested by the Company and/or the Company’s counsel to effect the foregoing. Executive shall be entitled to reimbursement from the Company, upon receipt by the Company of suitable documentation, for reasonable and necessary travel and other expenses which Executive may incur on such matters at the specific request of the Company and as approved by the Company in advance and in accordance with its policies and procedures established from time to time.

9.Confidentiality of Agreement. Except as (a) otherwise required by law or regulation or permitted by Section 10 below, Executive agrees to maintain in complete confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Separation Information”). Except as required by law, Executive may disclose Separation Information only to his immediate family members, the Court in any proceedings to enforce the terms of this Agreement, Executive’s attorney(s), and Executive’s accountant and any professional tax or financial advisor to the extent that they need to know the Separation Information in order to provide advice on tax treatment or to prepare tax returns and must prevent disclosure of any Separation Information to all other third parties. Executive agrees that he will not publicize, directly or indirectly, any Separation Information.

10.Protected Activity Not Prohibited. Executive understands that nothing in this Agreement shall in any way limit or prohibit Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means disclosing, discussing, or making truthful statements about sexual harassment or sexual assault disputes, or any other unlawful or unsafe Company conduct or practices; filing a charge or complaint, or otherwise communicating, cooperating, or participating with, any state, federal, or other governmental agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, and the National Labor Relations Board regarding any possible violations of law. However, to the maximum extent permitted by law, Executive agrees that

Executive is waiving rights to individual relief (including backpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Executive or on Executive’s behalf by any third party, except for any right Executive may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or otherwise where prohibited. Notwithstanding any restrictions set forth in this Agreement, Executive understands that he is not required to obtain authorization from the Company prior to disclosing information to, or communicating with, such agencies, nor is Executive obligated to advise the Company as to any such disclosures or communications. Notwithstanding, in making any such disclosures or communications, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the relevant government agencies. Executive further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Agreement. Executive understands that pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (a) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

11.No Cooperation. Executive agrees that he will not knowingly counsel, or assist any attorneys or their clients in the presentation or prosecution of any Claims by any third party against any of the Company Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in this Agreement. Executive agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any Claims against any of the Company Releasees, Executive shall state no more than that he cannot provide counsel or assistance. Nothing in this Agreement, including this section and Section 8 above, shall be construed as requiring Executive to cooperate with the Company with respect to any charge or litigation in which Executive is a plaintiff or complaining party, or any confidential investigation by a competent government agency in which Executive is a witness for or providing support to a charging or complaining party or are asked by a Government Agency to maintain confidentiality.

12.Governing Law and Venue; Reformation; Severability. This Agreement shall be construed, interpreted, and enforced in accordance with the laws of the State of California, without regard to its choice of law principles. Venue for any dispute(s) arising from or related to this Agreement shall lie solely, and is convenient, in San Francisco County, California. Executive consents to the choice of law and venue provisions of this Agreement and agrees that Executive will not contest these provisions in any future proceeding(s).

13.Breach. In addition to the rights provided in the “Attorneys’ Fees” section below, Executive acknowledges and agrees that any material breach of this Agreement, unless such breach constitutes a legal action by Executive challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, or the confidentiality provisions hereof shall entitle the Company immediately to recover and cease providing the consideration provided to Executive under this Agreement and to obtain damages, except as provided by law.

14.Attorneys’ Fees. Except with regard to a legal action challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, in the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action.

15.No Admission of Liability. Executive understands and acknowledges that this Agreement constitutes a compromise and settlement of any and all actual or potential disputed Claims by Executive. No action taken by the Company hereto, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential Claims or (b) an acknowledgment or admission by the Company or any of the other Company Releasees of any fault or liability whatsoever to Executive or to any third party, or (c) an admission by the Company or any other of the Company Releasees that they engaged in any wrongful or unlawful act or that the Company or any other Releasee violated any federal or state law or regulation.

17.Entire Agreement. This Agreement, Articles V through VII of the Employment Agreement, and the PIAA set forth the entire agreement between the Parties with respect to the subject matter hereof, and fully supersedes any prior agreements or understandings between the Parties, except any agreement between Executive and Company (including Company’s Affiliates) containing restrictions relating to patents, confidential information, intellectual property, solicitation, or competition. Executive acknowledges that he has not relied on any representations, promises or agreements of any kind made to him/her in connection with the decision to accept this Agreement except for those set forth in this Agreement. If there is any conflict between this Agreement and the PIAA, this Agreement shall control. If there is any conflict between Articles V through VII of the Employment Agreement and this Agreement, Articles V through VII of the Employment Agreement shall control.

Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice given by email shall be effective when sent by confirmed electronic mail if sent during normal business hours of the recipient (9:00 a.m. to 5:00 p.m., recipient’s local time), if not, then on the next business day. Either Party may change any address to which notice is to be given to it by giving written notice as provided above of such change of address, and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed. Either Party may notify the other Party of any changes to the address or any of the other details specified in this paragraph; provided, however, that such notification shall only be effective on the date specified in such notice or five (5) business days after the notice is given, whichever is later. Rejection or other refusal to accept or the inability to deliver because of changed address of which no prior written notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

19.Right to Revoke; Effective Date. Within seven (7) days following execution of this Agreement, Executive may revoke acceptance of this Agreement by delivering written notification via email to Kim Homenock. If Executive revokes his acceptance within this seven-day revocation period, no payments or benefits described in this Agreement will be provided to Executive. This Agreement shall not become effective until the eighth (8th) day after Executive signs, without revoking, this Agreement (the “Effective Date”). No payments or other benefits due to Executive under this Agreement shall be made or begin before the Effective Date.

20.Binding Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns; but neither this Agreement nor any of the rights, benefits or obligations hereunder shall be assigned, by operation of law or otherwise, by any party hereto without the prior written consent of the other party; provided, however, that Company may assign its rights and obligations hereunder to any Affiliate, and Executive specifically consents to such future assignment. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than

22.ARBITRATION. THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SAN FRANCISCO COUNTY, BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”). THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF- LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH SHARE THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.

23.Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Executive or made on his/her behalf under this Agreement. Executive agrees and understands that he is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Executive further agrees to indemnify and hold the Company harmless from any Claims, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company or any of its Affiliates for any amounts claimed due on account of (a) Executive’s failure to pay or delayed payment of federal or state taxes, or (b)

24.Section 409A. It is intended that this Agreement comply with, or be exempt from, Code Section 409A and the final regulations and official guidance thereunder (“Section 409A”) and any ambiguities herein will be interpreted to so comply and/or be exempt from Section 409A. Each payment and benefit to be paid or provided under this Agreement is intended to constitute a series of separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. The Company and Executive will work together in good faith to consider either (a) amendments to this Agreement; or (b) revisions to this Agreement with respect to the payment of any awards, which are necessary or appropriate to avoid imposition of any additional tax or income recognition prior to the actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

25.Counterparts. This Agreement and other documents to be delivered pursuant to this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the Parties and delivered to the other Party. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby, bearing an original manual or electronic signature by facsimile transmission (including a facsimile delivered via the Internet), by electronic mail in “portable document format” (“.pdf”) or similar format intended to preserve the original graphic and pictorial appearance of a document, or through the use of electronic signature software will have the same effect as physical delivery of the paper document bearing an original signature.