Exhibit 10.1

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is entered into as of July 1, 2026 (the “Effective Date”) by and between Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”) and 9185-5759 Quebec Inc. (the “Consultant”).

RECITALS

A. The Company desires to obtain the services of Consultant under the terms and conditions set forth in this Agreement.

B. Consultant desires to provide its services to the Company in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Consultant and the Company hereby covenant and agree as follows:

1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Exhibit A attached to this Agreement.

2. Consulting.

(a) The Company agrees to engage the Consultant to perform the services described in Section 2(b), as of the Effective Date and for the period set forth in Section 2(c) below, unless Consultant’s engagement is terminated sooner in accordance with this Agreement.

(b) Consultant accepts and agrees to perform services which include the following (the “Services”) through its representative, Alexander Asgary (the “Representative”): Chief Strategy Officer, IR and investor narrative, ARIA commercialization, FlowSync implementation, Alpha Cash branding, digital marketing and general oversight, B2B sales support, IP claim expansion and any other such duties or responsibilities determined by the Company’s Chief Executive Officer and the Company’s board of directors (the “Board”) and to operate within the guidelines, plans and policies as may be established or approved by the Company from time to time.

(c) Consultant shall commence performing the Services hereunder as of the Effective Date and continue in the service of the Company until the fifth (5^th) anniversary of the Effective Date (the “Initial Term”) or until this Agreement is terminated sooner as provided in this Agreement. Upon expiration of the Initial Term, this Agreement will be automatically extended by the Company for additional one (1) year periods (each, a “Renewal Term”), unless by providing written notice to Consultant in accordance with the terms of this Agreement of not less than forty-five (45) days prior to the expiration of the Initial Term or any Renewal Term.

(d) The Services will be performed virtually from such place as the Consultant shall determine. Consultant’s Representative may be required to engage in reasonable travel to other locations on Company business consistent with Consultant’s position. The Company shall arrange and pay for reasonable transportation, accommodation and related business travel expenses, with all such expenses in excess of $1,000 pre-approved by the Company and travel standards, accommodations and flight arrangements generally consistent with those provided to executives of the Company.

3. Compensation.

(a) The Company shall pay to Consultant fees of $250,000 per annum (the “Fees”) , which amount shall be prorated for any partial year. If this Agreement is terminated as provided herein prior to the expiration of the Initial or the Renewal Term (if applicable), then the Company shall pay to Consultant any amount of the Fees due to Consultant up to and including the date of such termination.

(b) The Company shall pay to Employee $250,000 of Company common stock warrants on or before August 1, 2026, with the number of shares determined based on the average closing price of the Company’s common stock for the 5 trading days prior to and ending on June 30, 2026, and a $0.0001/share exercise price, as a sign on award.The common stock warrants shall be exercisable for five (5) years following the issue date thereof, and if any such common stock warrants remain unexercised at 11:59 pm (Eastern time) on the last day of such period, they shall thereafter expire and be of no further force or effect.

(c) Commencing as of the Effective Date, Consultant shall be eligible to receive an annual success fee and/or stock warrant award of up to 110% of Fees, based on (i) the Representative’s annual performance, as agreed between the Consultant and the Company and (ii) the Company’s achievement of certain EBITDA and financial goals, as determined by the Board (“Annual Success Fee”). The Company shall have the sole discretion in determining whether such performance and financial goals were met. Consultant shall only be entitled to receive any Annual Success Fee if Consultant remains an Consultant in good standing with the Company as of the end date of the reference period in respect of which such Annual Success Fee is payable.

(d) Consultant will be eligible to receive annual grants of long-term incentive awards under and subject to the terms of the Company’s equity or other long-term incentive plan (including any applicable award agreement) as in effect from time to time. The target value of the awards granted will equal $325,000 or approximately 130% of Consultant’s annualized Fees. Consultant recognizes and acknowledges that the award of equity compensation is not guaranteed or promised in any way.

4. Payment or Reimbursement of Expenses. Subject to compliance by Consultant with such policies regarding expenses and expense reimbursements as may be adopted from time to time by the Company, Consultant shall be paid or reimbursed for reasonable expenses actually incurred in connection with the performance of his duties under this Agreement and in the furtherance of the business and affairs of the Company (which payment shall specifically include at least a $50 per month cell phone and travel allowance). Any such reimbursement shall be made within a reasonable period after presentation by Consultant of an itemized account of such expenses, accompanied by appropriate receipts satisfactory to the Company. In no event shall any expense be paid or reimbursed, unless properly accounted for to the extent necessary to substantiate the Company’s federal income tax deduction under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder or any similar state or federal law or regulation.

5. Additional Benefits.

(a) Consultant shall be eligible to participate in or receive benefits under any Consultant benefit plan or arrangement now or in the future made available by the Company generally to its executive Consultants, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, and subject to those benefits being available to Canadian residents and non-US residents. Nothing in this Agreement shall affect the Company’s right to change insurance carriers and to adopt, amend, terminate, or modify such plans and arrangements from time to time, provided that such changes apply to all Consultant Consultants generally.

(b) Consultant shall be entitled to take 30 days of paid vacation during each 12-month period. No paid vacation may be carried forward from one 12-month period to another. The other terms and conditions of such vacation and all other forms of leave, including accrual rates and payout, shall be as set forth in the Company’s vacation and leave policies, as they may exist and be amended from time to time. Consultant shall also be entitled to all paid holidays given by the Company in accordance with and applicable provincial law in Canada and the Company’s regular paid holiday policy, as it may exist and be amended from time to time.

6. Termination. This Agreement and the Company’s obligations hereunder shall terminate as provided in Section 2(c) unless terminated earlier pursuant to this Section 6 as follows:

(a) In the event of the death or Total Disability of the Representative, this Agreement shall automatically terminate as of the date of such death or Total Disability.

(b) Consultant may terminate this Agreement at any time upon thirty (30) days’ advance written notice delivered to the Company.

(c) The Company may terminate this Agreement at any time, effective immediately, with or without Cause.

7. Termination Fee.

8. Covenant Not to Compete.

The parties agree that each of the foregoing prohibitions is intended to constitute a separate restriction. Accordingly, should any such prohibition be declared invalid or unenforceable, such prohibition shall be deemed severable from and shall not affect the remainder thereof. The Parties further agree that the foregoing restrictions are reasonable in both time and scope.

9. Confidential Information. 

10. Non-Solicitation of Consultants. During the Restricted Period, Consultant will not under any circumstances within the Restricted Area, without the express written consent of the Company, employ, solicit the employment or engagement of, or assist any other entity in employing or soliciting the employment or engagement of, any Protected Person (as defined below), recommend the employment or engagement of any Protected Person to any other business or encourage any Protected Person to terminate his or her employment relationship with the Company or any of its Affiliates. A “Protected Person” means any person who was employed by the Company or any of its Affiliates at or after the Effective Date and prior to the termination of Consultant’s services with the Company.

11.Ownership of Inventions and Other Intellectual Property.

12. Non-Disparagement. During this Agreement and following termination of the services, whatever the cause, Consultant agrees not to disparage, and to cause Consultant’s Affiliates not to disparage, either orally or in writing, any of the Company or its Affiliates or the foregoing Persons’ business, products, services or practices, or any of the Company’s or its Affiliates’ directors, officers, agents, representatives, stockholders, partners, members, Consultants, or managers.

13. Reasonable Limits. Consultant acknowledges that the agreement of the Consultant not to engage in the activities prohibited herein for the period of time and in the areas agreed upon herein is a substantial consideration for services with the Company. Consultant hereby acknowledges that the above covenants are manifestly reasonable on their face and expressly agrees that they are also reasonable as to time and territorial scope and otherwise and that same are no greater than is required for the protection of the respective interests of the parties.

14. No Violation of Third Party Rights. The Consultant hereby represents, warrants and covenants to the Company that the Consultant: (a) shall not, during the term of this Agreement with the Company, infringe upon or violate any proprietary rights of any third party (including, without limitation, any third party confidential relationships, patents, copyrights, trade secrets, Intellectual Property or other proprietary rights); (b) is not a party to any agreement with a third party that prevents him from fulfilling the terms of the Agreement and the obligations of this Agreement or which would be breached as a result of Consultant’s execution of this Agreement or performance of services or duties; and (c) agrees to respect any and all valid obligations which Consultant may now have to prior employers or to others relating to confidential information, inventions or discoveries which are the property of those prior employers or others, as the case may be.

15. Resignation from All Positions. Upon the termination of the Consultant’s services with the Company for any reason, Consultant shall be deemed to have resigned, as of the date of such termination, from all positions he then holds as an officer, director, Consultant and member of the Board (and any committee thereof) and the boards of all of its subsidiaries.

16. Notices. All notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, by nationally recognized overnight courier, or mailed by United States certified mail, return receipt required, postage prepaid, or sent by electronic mail addressed as follows:

17. Governing Law. The provisions of this Agreement shall be construed in accordance with the substantive local law of the State of Delaware, without consideration of the conflicts of law provisions thereof.

18. Remedies. Each party acknowledges that the other party will have no adequate remedy at law if the first party violates certain of the terms of this Agreement, and that the other party shall have the right, to the extent permitted by applicable law, in addition to any other rights or remedies it may have, to obtain from any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach hereof or otherwise to specifically enforce the provisions hereof.

19. Waiver. No waiver of any obligation, right or remedy under this Agreement shall be effective, unless such waiver is made in writing, specifying the terms of this Agreement. Any such waiver by either party of any of its rights or remedies hereunder on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasion or of the exercise of any other right or remedy at any time.

20. Integration and Amendments. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any prior agreement or understanding, whether written or oral, relating to such subject matter. No modification or amendment to this Agreement shall be effective or binding unless in writing, specifying such modification or amendment, executed by both of the parties hereto.

21. Severability. If any provision, paragraph or subparagraph of this Agreement is adjudged by any court to be void or unenforceable, in whole or in part, such an adjudication shall not be deemed to affect the validity of the remainder of the Agreement, and all other provisions, sections and subsections of this Agreement shall be severable from every other provision, section or subsection and each constitutes a separate and distinct covenant.

22. Court Modification for Enforcement. In the event a court determines that any provisions of this Agreement are overbroad, excessive or unenforceable in any respect including but not limited to the Restricted Period, the Restricted Area, or the nature of the restrictions, then in such an event the parties agree that the court shall be permitted to modify this Agreement in order to make the restrictions more narrow and to make this Agreement enforceable in order to provide each party with the maximum restriction or restrictions allowed by law.

23. Reimbursement for Expenses. If litigation or other action is commenced between the parties concerning any dispute arising out of or relating to this Agreement, the prevailing party in the action will be entitled, in addition to any other award that may be made, to recover all court costs or other official costs and all reasonable expenses associated with the action, including without limitation reasonable attorney’s fees and expenses.

24. Survival of Certain Provisions. The rights and obligations of Consultant and Company under Sections 7-12 of this Agreement shall survive the expiration or termination of this Agreement.

25. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, respectively. Executed copies of the signature pages of this Agreement sent by facsimile or transmitted electronically in Portable Document Format (“PDF”) shall be treated as originals, fully binding and with full legal force and effect, and the Parties waive any rights they may have to object to such treatment. Any party delivering an executed counterpart of this Agreement by facsimile or PDF also may deliver a manually executed counterpart of this Agreement, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Consulting Agreement effective as of the Effective Date above.

EXHIBIT A

DEFINED TERMS

The following terms, as used in this Agreement and in any correspondence or other communications between the parties in performing or in connection with this Agreement, shall have the meaning ascribed as follows:

(a) “Affiliates” means with respect to any Person, (a) any Person directly or indirectly controlling, controlled by or under common control with such Person; (b) any Person owning or controlling fifty percent (50%) or more of the outstanding voting securities or interests of such Person; (c) any officer, director, member, manager, trustee or (limited or general) partner of such Person or of any Person specified in (a) or (b) above; and (d) any Person in which any officer, director, member, manager, trustee or (limited or general) partner of any Person specified in (c) above is an officer, director, member, manager, trustee, or (limited or general) partner. For purposes of this definition, “control” (including, with correlative meaning, controlled by and under common control with) of a Person means the direct or indirect possession of the power to direct or cause the direction of management or policies of such Person through any means.

(b) “Average Annual Success Fee” means (a) if the CC Termination occurs before the Annual Success Fee is paid for the Consultant’s first year of service, 110% of the Consultant’s Fees as in effect on the Effective Date, or (b) otherwise, the average Annual Success Fee paid pursuant to Section 3.(b) for the preceding three years (or such lesser number of years as the Consultant may have been engaged).

(c) “Business” means the business of Alpha Modus Holdings, Inc. and all activities related thereto, specifically the development or marketing of the Alpha Cash or ARIA product and services or similar products and services, or products and services that use or infringe on Alpha Modus, Corp.’s intellectual property .

(d) “Cause,” shall mean by reason of such Consultant’s: (A) conviction of, or plea of nolo contendere to, any felony or to any crime or offense causing substantial harm to the Company or its Affiliates or involving acts of theft, fraud, dishonesty, embezzlement, moral turpitude, or similar conduct, (B) repeated intoxication by alcohol or drugs during the performance of such Consultant’s duties in a manner that materially and adversely affects the Consultant’s performance of such duties, (C) malfeasance, in the conduct of such Consultant’s duties, including, but not limited to, (1) misuse or diversion of funds of the Company or its Affiliates, (2) embezzlement, or (3) misrepresentations or concealments on any written reports submitted to or on behalf of the Company or its Affiliates, (D) violation of any provision of this Agreement, or (E) failure to perform the duties of such Consultant’s services or service relationship with the Company or its Affiliates after the Consultant shall have been informed, in writing, of such material failure and given a period of not less than 30 days to remedy the same, or (F) failure to follow or comply with the reasonable and lawful written directives or policies of the Company or any Affiliate of the Company by which such Consultant is employed or in a service relationship with.

(e) “CC Termination” means any of the following: (a) the Consultant’s services is terminated by the Company without Cause following a Change of Control; (b) the Consultant resigns as a result of a material diminution in the Consultant’s authority, duties, or responsibilities, a material reduction in the Consultant’s then current Fees or a material reduction in the Consultant’s then current benefits as provided in Sections 3-4, a relocation of more than 50 miles from the Consultant’s then current place of service being required by the Company, or a material breach by the Company under this Agreement; or (c) the Consultant resigns in connection with a Change in Control as a result of the Company’s failure to obtain the assumption of this Agreement, without limitation or reduction, by any successor to the Company or any parent corporation of the Company.

(f) “Change in Control” shall mean that any one of the following applies:

(i) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of 40% or more of the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”). For purposes of this paragraph (i) the following acquisitions by a Person will not constitute a Change in Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company; or (C) any acquisition by any Consultant benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company.

(ii) If William Alessi ceases to be an officer or director of the Company.

(iii) The consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless following such Business Combination: (i) the individuals and entities who were the beneficial owners, respectively, of the outstanding common stock of the Company and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions to one another as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any Consultant benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 40% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the Board of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(g) “Discover” means create, invent, originate, author, devise, engineer, formulate, develop, prototype, improve, compile, design, conceive, reduce to practice, discover, make, produce, generate or otherwise identify or document; and, other grammatical forms of the term “Discover” shall have the grammatical meaning of such form (for example, but not in limitation, “Discovered” means created, invented, etc., and “Discovery” means creation, invention, etc.).

(h) “Discovered IP” means the Intellectual Property in any way Discovered by Consultant (regardless of whether such Discovery is made solely by Consultant or is made jointly with, or with the assistance, participation or involvement of one or more other Persons) wherein such Discovery occurs during, in conjunction with, in relation to or preparatory to, or otherwise arises out of, Consultant’s course and scope of services with Company (regardless of whether or not such Discovery occurs or otherwise arises with or without the use or benefit of Company’s equipment, facilities or other resources; and, further, regardless of whether or not such Discovery occurs or arises during company time, Consultant’s free or personal time or otherwise); provided, however, that Discovered IP shall not include any Intellectual Property created, developed, authored, invented, conceived, reduced to practice or otherwise discovered by or through 9512-3097 Quebec Inc., dba Giant Financial Labs independent of its engagement by the Company pursuant to this Agreement.

(i) “Discovered IP Rights” means the Intellectual Property Rights for the Discovered IP.

(j) “Intellectual Property” means, whether or not patentable, each and all of the following: ideas, inventions, concepts, developments, improvements, discoveries, designs, compounds, substances or other materials, formulations, compilations, designs, applets, scripts, databases, or other computer programs, firmware or software, manuals, documentation, test procedures or techniques, training materials, systems materials, other materials, reports, creations, other works of authorship, machines, apparatus, technology, prototypes, confidential information, know-how, show-how, trade secrets, methods (whether technological, business or otherwise), processes, marks, symbols, slogans, emblems, business plans and strategies or other proprietary things or information, excluding, for greater certainty, any Intellectual Property created, developed, authored, invented, conceived, reduced to practice or otherwise discovered by or through 9512-3097 Quebec Inc., dba Giant

Financial Labs independent of its engagement by the Company pursuant to this Agreement .

(k) “Intellectual Property Rights” means all worldwide rights (including, without limitation, all rights to, and to apply for, register, own, license and otherwise exploit, as well as all rights to any now or hereinafter pending applications for, issued, registered, registrations for, or otherwise existing, United States or foreign patents, industrial rights, invention certificates, copyrights, rights of authorship, trademarks, service marks, trade names, trade dress, trade secrets or other proprietary or intellectual property rights) in and to the Intellectual Property; and, without limiting the generality of the foregoing, the term “Intellectual Property Rights” also includes all present or future applied for, claimed, pending, registered or issued United States or foreign patents and all applications therefor, including, without limitation, all original, provisional, divisions, continuations, continuations-in-part and continued prosecution applications and, including, without limitation, all reissues or extensions thereof.

(l) “Person” means and includes any individual, corporation, partnership, association, limited liability company, trust, estate, joint venture, or other entity.

(m) “Total Disability” or “Totally Disabled” with respect to Consultant, means he is unable to perform, on a full-time basis the regular activities of his services for a period of (i) six (6) consecutive months or (ii) a total of 26 weeks during any period of 12 consecutive months; provided that authorized vacations or other leaves of absence shall not be counted. The date of Total Disability shall be the date on which the earlier of the requirements stated in (i) or (ii) of this definition are satisfied.

EXHIBIT B

FORM OF RELEASE

This Release (this “Release”) is made effective as of _____________________(the “Effective Date”), by 9185-5759 Quebec Inc. (“Consultant”).

RECITALS

A. Consultant and Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”) are parties to that certain Consulting Agreement, dated effective as of [_______________], 20 (the “Consulting Agreement”).

B. This Release is delivered pursuant to Section 7(c) of the Consulting Agreement.

C. Consultant acknowledges that the execution and delivery of this Release is a condition to receiving the Severance Payment pursuant to Section 7 of the Consulting Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, in order to induce Purchaser to consummate the transactions contemplated by the Purchase Agreement, Seller and Members hereby agree as follows:

Section 1 Terms. Capitalized terms used herein but not otherwise defined shall have their respective meanings set forth in the Consulting Agreement.

Section 2 Releases.

(a) Consultant hereby irrevocably and unconditionally releases, acquits and forever discharges the Company and its Affiliates and their respective officers, directors, members, managers, successors and assigns (the “Released Parties”) from any and all claims, demands, proceedings, causes of action, orders, obligations, debts and liabilities whether known or unknown, suspected or unsuspected, both at law and in equity, which Consultant now has or has ever had against the Released Parties arising on or prior to the Effective Date, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Effective Date, including, but not limited to any and all claims arising out of or related to Consultant’s services with the Company, including any alleged violation under the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000(e) et seq.; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991,42 U.S.C. §1981,; the Rehabilitation Act of 1973, as amended; Consultant Retirement Income Security Act of 1974 (except for vested benefits under any tax qualified benefit plan), as amended, 29 U.S.C. § 1001 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Genetic Information Nondiscrimination Act of 2008, the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, employment or other contract claim, or common or civil law claim for wrongful discharge, defamation, or invasion of privacy arising out of or in any way connected with or involving any employment relationship of Consultant with any Released Party, the termination or resignation of Consultant’s services with any Released Party, or any continuing effects of services with any Released Party, including, but not limited to, any claim for severance pay other than Severance Pay required pursuant to Section 7 of the Consulting Agreement, bonus, salary, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers’ compensation, or disability.

(b)(1) Consultant acknowledges that the Company is not obligated to provide the Severance Payment pursuant to Section 7 of the Consulting Agreement and that the Company has agreed to provide such consideration in exchange for the Release. Consultant further acknowledges that neither payment by the Company of the Severance Payment, nor any term or condition contained in the Release or the Consulting Agreement, shall be construed as an admission of liability or wrongdoing by the Company.

(2) Consultant acknowledges that he was given a period of forty-five (45) days to consider and execute the Release. Further, Consultant acknowledges that he has a right to revoke this Release within a period of seven (7) days following his signing the Release. Consultant also understands that the Release shall not become effective or enforceable until the seven–day period has ended and he has not revoked the Release.

(3) Consultant understands that if he does not sign the Release within forty-five (45) days, or if he revokes the Agreement within the seven (7) day revocation period, he will not receive the Severance Payment.

Section 3 Representations and Warranties. Consultant represents and warrants to the Released Parties that he has not assigned or otherwise transferred any right or interest in any claims released pursuant to Section 2 hereof. Consultant also represents that he has read and fully understands the Release and acknowledges that he had the right and full opportunity to review this Release with an attorney of his choice and was encouraged to do so. Consultant further represents has signed this Release freely and voluntarily, with full knowledge that he is waiving all claims against the Company through the date of this Release.

Section 4 Covenants. Consultant hereby irrevocably and perpetually covenants as follows:

(a) Consultant will refrain from, directly or indirectly, asserting any claims released pursuant to Section 2 hereof, or commencing, instituting or causing to be commenced, any proceeding of any kind against the Released Parties, based upon any matter purported to be released hereby.

(b) Consultant will not assign or transfer any right or interest in any claims released pursuant to Section 2 hereof.

Section 5 Miscellaneous.

(a) The invalidity or unenforceability of any provision of this Release shall not affect the other provisions hereof, and this Release shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

(b) This Release shall be governed by and construed in accordance with the laws of the State of Delaware without regard to any applicable principles of conflicts of law.

(c) This Release shall not be amended or modified except by a written instrument duly executed by Consultant and the Company.

(d) Captions and headings of the sections and paragraphs of this Release are intended solely for convenience and no provision of this Release is to be construed by reference to the caption or heading of any section or paragraph.

(e) Notwithstanding anything herein to the contrary, nothing in this Release shall (i) prohibit the Consultant from making reports of possible violations of federal law or regulations to any governmental agency or entity in accordance with the provisions of and the rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, as amended, or of any other whistleblower protection provisions of state or federal law or regulations, (ii) require notification or prior approval by the Company of any reporting described in clause (i), or (iii) limit Consultant’s right to receive an award for information reported to any government agency or entity as described in clause (i).

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IN WITNESS WHEREOF, the undersigned has executed and delivered this Release effective as of the Effective Date above.