Exhibit 10.1

RELEASE AND SEPARATION AGREEMENT

July 13, 2021

This Release and Separation Agreement (“Agreement”) is executed by and between Frank Ng (“Executive”) and Allied Esports Entertainment, Inc., a Delaware corporation (“AESE” or the “Company”).

1. Background.

(i) Employment Agreement dated effective September 20, 2019, as amended (the “Employment Agreement”);

(ii) Option Agreement dated effective November 21, 2019 (the “Option Agreement”)

(iii) Executive Restricted Stock Agreement dated August 7, 2020 (the “Restricted Stock Agreement”)

(iv) Restricted Stock Unit Agreement dated effective January 19, 2021, as amended (the “RSU Agreement”);

2. Definitions. The terms below have the following meanings:

3. Company’s Obligations. The Company will pay to Executive all of his accrued, unused vacation pay. In addition, in exchange for the Executive’s execution and return of this Agreement and Executive does not exercise his right to revoke the release set forth in Section 4 as described herein, the Company hereby promises the following:

4. Executive’s Release. In consideration of the Company’s Obligations, Executive hereby fully and finally releases and waives to the maximum extent permitted by applicable law the following legal and equitable claims against the Company up to the moment that he signs this Agreement:

The Company’s Obligations in Section 3 above which Executive is receiving, are full and fair payment for the Agreement, and they have a value that is greater than anything else to which Executive was already entitled to receive if he did not enter into this Agreement.

Notwithstanding the foregoing, Executive understands that this Agreement does not apply to any claim that cannot be legally waived, including, but not limited to, rights and claims for worker’s compensation benefits, and age discrimination under the ADEA and OWBPA for incidents or occurrences after the date on which Executive signed this Agreement. In addition, Executive is not waiving any rights to (i) any of his vested accrued employee benefits under the Company’s health, welfare, or retirement benefit plans, pursuant to the terms of those plans; (ii) enforce the agreements appended hereto; (iii) defense and indemnification to the extent provided by applicable law; or (iv) coverage under any applicable directors’ and officers’ liability insurance policy, such coverage to be determined solely by the terms and conditions of such policy.

Further, except as provided herein, Executive will not sue the Company as to any matter known, unknown, suspected, or unsuspected up to the moment that he signs this Agreement; provided, the above promise not to sue does not apply, and Executive will not be penalized or have an obligation to notify the Company, if (A) he exercises his legal right to challenge the validity of this Agreement, (B) he must sue to enforce this Agreement, and/or (C) his promise not to sue is invalid under any applicable law.

5. Notice of Section 1542 Rights. Executive represents that he is not aware of any claim by him other than the claims that are released by this Agreement. Executive acknowledges that he has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Executive, being aware of said code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect.

6. Unknown Claims. Executive acknowledges that he may hereafter discover claims or facts in addition to or different from those which he now knows or believes to exist with respect to the subject matter of his release of claims that, if known or suspected at the time of executing this Agreement, may have materially affected this Agreement. Nevertheless, Executive waives any right, claim, or cause of action that might arise as a result of such different or additional claims or facts. Executive acknowledges that he understands the significance and consequence of the releases given and the specific waiver of Section 1542 (or of any analogue of or counterpart to Section 1542 under any state or federal law).

Notwithstanding any provisions of this Agreement to the contrary, Executive does not waive any right or release any claim against Company which claim or right arises from Company failing to perform its undertakings as set forth in this Agreement and/or may arise after the date Company executes this release.

7. Protected Activity. Executive also understands that without being penalized or having an obligation to notify the Company, this Agreement does not prohibit him from filing a charge or complaint with, or testifying, assisting, cooperating, or participating in an investigation or legal proceeding conducted or initiated by, any governmental entity such as the Equal Employment Opportunity Commission, National Labor Relations Board, or any other federal, state, or local regulatory or law enforcement commission or agency (“Governmental Agencies”). If Executive files a charge or complaint, he agrees that the Company’s Obligations completely satisfy his individual claims in connection with the charge or complaint, and he is not entitled to any other individual monetary relief of any kind with respect to the legal and equitable claims that he has waived and released in this Agreement, unless his waiver and release are deemed unlawful or otherwise invalid. Notwithstanding the foregoing, Executive understands that nothing in this Agreement limits Executive’s right to receive an award for information provide to any Governmental Agencies.

8. No Fault. None of the parties admits that he/it is responsible or legally obligated to the other(s) for any wrongdoing.

9. Executive’s Legal Rights.

In the event Executive does not exercise his rights to revoke as provided in this Section 9, the Agreement shall be effective for all purposes as of the Effective Date.

10. Amendments to Agreements.

Unless the Company and Executive otherwise agree in writing, any determination required under this Section will be made in writing by an independent accounting firm designated by the Company that is reasonably acceptable to Executive (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. The Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company will bear all costs the Accountants may incur in connection with any calculations contemplated by this Section.

11. Cooperation and Transition.

12. Non-Disparagement. Executive agrees not to make disparaging or defamatory remarks about the Company or the Company’s services, products, or other matters pertaining to its business. The Company, on behalf of itself and its management team, agrees not to make disparaging or defamatory remarks about Executive or Executive’s services or other matters pertaining to Executive. Nothing in this Section is intended to, nor may be interpreted to, prevent the Executive or Company from giving truthful testimony to any law enforcement officer, court, administrative proceeding or as part of a government investigation or taking those actions permitted by Section 7.

13. Taxes. Executive acknowledges that Executive has not relied on any tax advice provided by the Company and that, if necessary, Executive is solely responsible for properly reporting the tax consequences and paying any applicable taxes, penalties, and interest. Executive acknowledges and agrees that Executive has been provided with the opportunity to consult legal and financial counsel with respect to the tax treatment of the consideration Executive will receive pursuant to this Agreement. Executive has been advised by the Company to consult with such counsel.

14. Changes Only in Writing. No change to this Agreement will be binding unless executed in writing by both Executive and the Company.

15. Dispute Resolution. If there is a dispute that cannot be resolved by the parties arising out of or related to this Agreement, or to the parties’ rights under this Agreement, or the interpretation, application, enforceability or validity thereof, the dispute shall be resolved by binding arbitration in Orange County, California in accordance with the Rules of the American Arbitration Association. Judgment on the award may be entered in any court having jurisdiction thereof. Any oral hearings at the arbitration proceedings shall be limited to one day in order to reduce costs and expenses.

16. Interpretation. The validity, interpretation, and performance of this Agreement shall be construed and interpreted according to the laws of the State of California. This Agreement shall not be interpreted for or against either party hereto on the ground that such party drafted or caused this Agreement to be drafted. If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against the public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions, and parts thereof, of this Agreement are declared to be severable.

17. No Admissions. It is agreed that this Agreement is not an admission of any liability or fault whatsoever by either Executive or Company.

18. Publicity. The parties hereto agree not to divulge or publicize the existence of this Agreement or the terms hereof except as may be necessary to enforce this Agreement or as may be required by law.

19. Knowing, Voluntary Agreement. The Parties represent that they have had enough time to read this Agreement carefully, understand its terms, and negotiate it. They also represent that they have had enough time to obtain legal advice from their own attorney before signing this Agreement to make certain that they understand the meaning of the terms and conditions in this Agreement, and fully understands the content and effect of this Agreement. The Parties now represent that they have entered into this Agreement voluntarily and knowingly, and that nobody has pressured them into entering into this Agreement. In signing this Agreement, the Parties have not relied on any statements by the other Party, its agents, or its attorneys that are not contained in this Agreement.

20. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission and by electronic mail in PDF format shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile and by electronic mail in PDF format shall be deemed to be their original signatures for all purposes.

Signature Page Follows

`IN WITNESS WHEREOF, the undersigned have executed this Agreement on the Effective Date.

Signature Page to Release and Separation Agreement

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Exhibit 10.2

EMPLOYMENT AGREEMENT

This Agreement made and entered into effective as of July 13, 2021 (the “Effective Date”) by and between Libing (Claire) Wu, an individual resident of New Jersey (“Employee”), and Allied Esports Entertainment, Inc., a Delaware corporation (“Company”), collectively referred to as “the Parties”.

Recitals

WHEREAS, the Company desires to employ Employee as Chief Executive Officer, President and General Counsel, and Employee desires to accept employment upon the terms and conditions set forth herein;

WHEREAS, Employee acknowledges that during the course of her employment, Employee will have access to and be provided with confidential and proprietary information and trade secrets of the Company which are invaluable to the Company and vital to the success of the Company’s business;

WHEREAS, the Company and Employee desire to protect such proprietary and confidential information and trade secrets from disclosure to third parties or unauthorized use to the detriment of the Company; and

WHEREAS, the Company and Employee desire to set forth in this Agreement, the terms, conditions, and obligations of the parties with respect to such employment.

NOW, THEREFORE, in consideration of the foregoing recitals, premises and mutual covenants herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.  Employee’s Acknowledgment and Certifications. Employee hereby represents and certifies that Employee is not subject to any other agreement or restrictive covenant that Employee violates by working with Company. Further, Employee represents that no conflict of interest or breach of Employee’s fiduciary duties will result by working with and performing duties for Company. Employee further agrees and certifies that Employee will not use or disclose to Company any confidential, proprietary or trade secret information belonging to another individual or entity which may not properly be used or disclosed by Employee to Company.

2.  Employment and Term. Company hereby employs Employee as Chief Executive Officer, President and General Counsel and Employee accepts such employment pursuant to the terms of this Agreement. Employee shall report to and take direction from the Chairman of the Company’s Board of Directors (the “Board”) and the Board. The Company shall appoint Employee as a member of the Board and shall use its commercially reasonable efforts to cause Employee to be elected as a member of the Board throughout Employee’s term of employment hereunder, including without limitation nominating Employee for election as a director at each stockholder meeting during such term at which Employee’s term as a director would otherwise expire. Employee agrees to accept election, and to serve as director of the Company during the term of her employment hereunder.

This Agreement shall commence on the Effective Date, and shall continue, unless sooner terminated in accordance with this Agreement, until the five-year anniversary of the Effective Date (the “Initial Period”); provided, however, this Agreement may be extended for additional periods of up to one year by the Parties’ mutual written agreement at least thirty (30) days prior to expiration of the current term (the “Extended Period” and together with the Initial Term, the “Agreement Period”). During the Agreement Period, Employee’s employment may be terminated by the Company with or without Cause, subject to Sections 6 and 8 of this Agreement, and Employee may resign or otherwise terminate her employment with the Company at any time, with or without notice, subject to the provisions of Sections 9 and 10 of this Agreement. Notwithstanding the provisions of this Section, the provisions of Sections 4.d, and 6-22 shall survive the termination of Employee’s employment and remain in full force and effect thereafter.

3.  Duties. Employee shall have the title of Chief Executive Officer, President and General Counsel. Employee will devote Employee’s full working time, attention, loyalty, skills and efforts to diligently perform all the duties, responsibilities, and requirements assigned to Employee while employed by Company. Employee’s title, position and duties are at all times subject to change at the direction of the Board.

4.  Compensation.

a.   Base Salary. During the Initial Period, Employee will receive an annualized base salary of $500,000 (gross, less applicable legally required withholdings and such other deductions as Employee voluntarily authorizes in writing). Thereafter, the Employee’s base salary shall be subject to adjustment with cost-of-living adjustments that apply to all Company employee salaries form time to time, and subject to other adjustment by the Board at any time as the Board deems appropriate.

b.  Bonus. In each calendar year during the term of this Agreement, Employee shall be eligible to receive an annual incentive bonus of up to 60% of Employee’s annual salary, determined annually at the discretion of the Board, subject to the attainment of certain Board objectives. Any payments made under this Section 4(b) shall be paid within 2 months of the end of the bonus period, provided that Employee was employed by the Company on the last day of the bonus period. Employee shall further receive a bonus payable on or about the Effective Date of $200,000 (gross, less applicable legally required withholdings and such other deductions as Employee voluntarily authorizes in writing).

c.   Restricted Stock. The Employee will receive 80,000 shares of the Company’s common stock issued pursuant to the 2019 Equity Incentive Plan (the “Plan”) and a Restricted Stock Agreement dated the Effective Date between the Company and Employee.

d.  Options. The Employee will receive options to purchase 200,000 shares of the Company’s common stock issued pursuant to the Plan and an Option Agreement dated the Effective Date between the Company and Employee.

e.   Directors & Officers and Malpractice Insurance. While employed by Company, Employee shall be considered an officer of Company and shall be covered by D&O Insurance and legal malpractice insurance, or any other similar type of insurance, that provides coverage for Employee’s acts or omissions undertaken during the course and scope of Employee’s employment. The Company shall maintain coverage for Employee for at least five years following Employee’s employment.

5.  Additional Benefits.

a.   Business Expenses. Company will reimburse Employee for all reasonable and substantiated business expenses per its Expense Reporting Procedures. This includes, but is not limited to such expenses as cell phones, automobile, travel, business meetings, business development, professional training and status.

b.  Vacation. Employee shall be entitled to four (4) weeks of paid vacation per each calendar year (pro rated for 2021) earned ratably over each calendar year, to be taken at such times as Employee and Company shall determine and provided that no vacation time shall unreasonably interfere with the duties required to be rendered by Employee hereunder; provided that the Employee shall only accrue up to a maximum of thirty (30) vacation days. Once the maximum number of days of vacation is accrued, no additional vacation days will accrue until Employee uses accrued vacation. Once the accrued vacation days fall below the accrual cap, Employee will commence accruing vacation again under the formula above starting after the number of days falling below the maximum. This vacation policy provision is meant to act as a cap or limit on the accrual of vacation time, and is not meant to act as a forfeiture of any accrued vacation benefits. Any vacation time not taken by Employee during any calendar year may be carried forward into one succeeding calendar year. Accrued but unused vacation will be paid out to Employee at the time of termination of employment.

c.   Benefits. Employee will be eligible for the benefits provided from time to time by the Company for the benefit of its executive employees.

6.  Nondisclosure Agreement. Employee acknowledges that she is executing in favor of the Company that certain Agreement Regarding Confidential/Proprietary Information, Nondisclosure, Non-Solicitation And Invention Assignment dated the Effective Date (the “Nondisclosure Agreement”), the terms of which shall continue in full force and effect and shall control in the case of any conflicts with the terms of this Agreement. Notwithstanding anything to the contrary herein, Company shall have no obligation to pay to Employee any severance payments due hereunder if Employee breaches the terms of the Nondisclosure Agreement after the date of the termination of Employee’s employment with the Company.

7.  Termination by Company for Cause. Company may terminate Employee’s employment for “Cause” at any time, without notice. For purposes of this Agreement, the term “Cause” shall mean any of the following:

a.   Employee engages in willful misconduct or fails to follow the reasonable and lawful instructions of the Board, if such conduct is not cured within thirty (30) calendar days after Company sends notice to the Employee of the alleged Cause,

b.  Employee embezzles or misappropriates assets of Company or any of its subsidiaries;

c.   Employee’s violation of Employee’s obligations in this Agreement, if such conduct is not cured within thirty (30) calendar days after Company sends written notice to the Employee of the alleged Cause;

d.  Breach of the Nondisclosure Agreement or any other agreement between Employee and Company or to which Company and Employee are parties, or a breach by Employee of a fiduciary duty or responsibility to Company;

e.   The commission by Employee of fraud or other willful conduct that adversely affects the business or reputation of Company, as determined in the Board’s sole discretion; or,

f.    Company has a reasonable belief Employee engaged in some form of harassment or other improper conduct prohibited by Company policy or law.

In the event of a termination for Cause, Employee shall only be entitled to receive payment of base salary, in effect at the time of termination, through Employee’s last date of employment, accrued, and unused vacation pay fully earned prior to the effective date of termination. Employee will not be entitled to any other payments, salary, or bonus. Employee shall have absolutely no right to receive or retain any other payment or compensation whatsoever under this Agreement. The Employee’s rights and obligations regarding stock options, restricted stock or other equity incentives owned by Employee shall be determined in accordance with and be governed by the Plan and any award agreements issuing such equity incentives.

8.  Termination by Company without Cause or Upon Death or Disability. Company may terminate Employee’s employment without Cause at any time, for any reason, without notice. For purposes of this Agreement, an election by the Company not to extend employment pursuant to Section 2 shall be deemed a termination without Cause. Employee’s employment will terminate as of the date of Employee’s death or Disability (as defined below). In the event Employee’s employment is terminated by Company without Cause, or Employee’s employment is terminated as a result of Employee’s death or Disability, Employee (or her estate) shall be entitled to receive from Company, subject to Sections 6, 11 and 12, severance equal to eighteen (18) months of Employee’s base salary, then in effect at the time of termination, payable over an eighteen-month period in equal installments on the Company’s regular pay dates, less applicable taxes and withholdings. Employee shall also receive any accrued, unused vacation pay. The severance pay is conditioned upon Employee’s execution of a full and final waiver of all claims against Company, and not rescinding or revoking (to the extent permitted under such release) Employee’s release, in a form acceptable to Company. The Employee’s rights and obligations regarding stock options, restricted stock or other equity incentives owned by Employee shall be determined in accordance with and be governed by the Plan and any award agreements issuing such equity incentives; provided that all stock options shall be deemed to have fully vested and all restrictions on any restricted stock issued to Employee shall be deemed to have lapsed effective upon the termination date under this section. “Disability” shall mean a determination by the Board that Employee is unable to perform the essential functions of his or her job under this Agreement due to illness, injury, or other condition of a physical or psychological nature, with or without a reasonable accommodation for a period aggregating to 90 days in any 12-month period. Such determination shall be made in good faith by the Board, the decision of which shall be conclusive and binding. For clarity, the essential function of Employee’s job specifically include, but are not limited to, Employee’s consistent performance of her obligations under Section 3 of this Agreement.

9.  Termination by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (i) a material diminution in Employee’s position, duties, base salary, and responsibilities; (ii) Company’s notice to Employee that his or her position will be relocated to an office which is greater than 150 miles from Employee’s prior office location; (iii) the Board requests Employee to engage in actions that would constitute illegal or unethical acts; or (iv) any material breach by the Company or its subsidiary of any contract entered into between Employee and the Company or an affiliate of the Company, including this Agreement. In all cases of Good Reason, (A) Employee must have given notice to Company that an alleged Good Reason event has occurred, (B) the circumstance must remain uncorrected by Company after the expiration of thirty (30) days after receipt by Company of such notice, and (C) Employee must resign her employment within thirty (30) days of the expiration of the foregoing 30-day cure period. If Employee properly terminates his or her employment for Good Reason, Employee shall be entitled to receive from Company, subject to Sections 6, 11 and 12, severance equal to eighteen (18) months of Employee’s base salary, then in effect at the time of termination, payable on the Company’s ordinary payment dates during the severance pay period, less applicable taxes and withholdings. Employee shall also receive any accrued, unused vacation pay. The severance pay is conditioned upon Employee’s execution of a full and final waiver of all claims against Company, and not rescinding or revoking (to the extent permitted under such release) Employee’s release, in a form acceptable to Company. The Employee’s rights and obligations regarding stock options, restricted stock or other equity incentives owned by Employee shall be determined in accordance with and be governed by the Plan and any award agreements issuing such equity incentives; provided that all stock options shall be deemed to have fully vested and all restrictions on any restricted stock issued to Employee shall be deemed to have lapsed effective upon the termination date under this Section.

10.  Termination by Employee without Good Reason. If Employee terminates his or her employment with Company without Good Reason, Employee is only entitled to her base salary, then in effect at the time of termination, through Employee’s last day of employment, accrued, unused vacation pay fully earned prior to the effective date of termination. Employee will not be entitled to any other payments, salary, or bonus. The Employee’s rights and obligations regarding stock options, restricted stock or other equity incentives owned by Employee shall be determined in accordance with and be governed by the Plan and any award agreements issuing such equity incentives.

11.  Internal Revenue Code Section 409(A). The intent of the Parties is that payments and benefits under the Agreement comply with or be exempt from Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (the “Code”) and, accordingly, to the maximum extent permitted the Agreement shall be interpreted to be in compliance therewith or exempt therefrom. To the extent any such cash payment or continuing benefit payable upon Employee’s termination of employment is nonqualified deferred compensation subject to Section 409A, then, only to the extent required by Section 409A, such payment or continuing benefit shall not commence until the date which is six (6) months after the date of separation from service, and any previously scheduled payments shall be made in a lump sum (without interest) on that date. For purposes of Section 409A, the phrase “termination of employment” (or other words to that effect), as used in this Agreement, shall be interpreted to mean “separation from service” as defined under Section 409A.

12.  Golden Parachute Limitation (Sec. 280G). Notwithstanding anything to the contrary contained herein, if any payments or benefits provided under this Agreement constitute “parachute payments” within the meaning of Section 280G of the Code (the “Parachute Payments”) and such Parachute Payments are subject to the excise tax imposed by Section 4999 of the Code or nondeductible under Code Section 280G (“Section 280G”), then the Parachute Payments shall be reduced to an amount such that the aggregate of the Parachute Payments does not exceed 2.99 times the “base amount,” as defined in Section 280G.

13.  Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The venue for any action relating to this Agreement shall be the federal or state courts located in New York, to which venue each party hereby submits.

14.  Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given, when received, if delivered by hand or by telegram, or three (3) working days after deposited, if placed in the mail for delivery by certified mail, return receipt requested, postage prepaid and addressed to the appropriate party at the following address:

Addresses may be changed by written notice given pursuant to this Section; however any such notice shall not be effective, if mailed, until three (3) working days after depositing in the mails or when actually received, whichever occurs first.

15.  Other Agreements. This Agreement, together with the Nondisclosure Agreement, contains the entire agreement between the Parties concerning terms of employment and supersedes at the effective date hereof any other agreement, written or oral, except the Plan and the applicable award agreements under such plans.

16.  Modification and Waiver. A waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof. Any modification of this Agreement must be in writing and signed by both parties.

17.  Scope of Remedies. If Employee breaches the covenants contained in this Agreement, Employee recognizes that irreparable injury will result to Company, that Company’s traditional remedies at law for damages will be inadequate, and that Company shall be entitled to injunctive relief ordered by a judicial court of competent jurisdiction to restrain the continuing breach by Employee, Employee’s partners, agents, or employees, or any other persons or entities acting for or with Employee. Company shall further be entitled to seek remedies in a judicial court of competent jurisdiction for damages, reasonable attorney’s fees, and all other costs and expenses incurred in connection with the enforcement of this Agreement, in addition to any other rights and remedies which Company may have at law or in equity.

18.  Binding Effect, Assigns, Successors, Etc. The benefits and obligations of this Agreement shall inure to the successors and assigns of Company, to any person or entity which purchases substantially all of the assets of Company, and to any subsidiary, affiliated corporation, or operating division of Company. This Agreement is not assignable by Employee.

19.  Savings Clause. If any provision, portion or aspect of this Agreement is determined to be void, or voidable by any legislative, judicial or administrative action as properly applied to this Agreement, then this Agreement shall be construed to so limit such provision, portion or aspect thereof to render same enforceable to the greatest extent permitted by or in the relevant jurisdiction.

20.  Headings. The headings of this Agreement are intended solely for convenience and reference, and shall give no effect in the construction or interpretation of this Agreement.

21.  Survival. The restrictions on Employee’s post-employment activities (including Employee’s confidentiality obligations and restrictive covenants), and those sections of this Agreement that pertain to interpretation and enforcement of such restrictions, will survive the termination of this Agreement and/or Employee’s employment and will remain in full force and effect.

22.  Execution. This Agreement may be executed in two (2) or more counterparts, and each such counterpart deemed an original. Original signatures on copies of the Agreement transmitted by facsimile will be deemed originals for all purposes hereunder.

Signature Page follows.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective as of the day and year first written above.

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