This legal document is an Advisory Agreement between a Company and an Advisor. It outlines the terms and conditions under which the Advisor will provide strategic and business advisory services to the Company. The document covers the term of the engagement, compensation (including base and incentive compensation, shares, and stock options), expense reimbursement, and welfare benefits. It also includes provisions for termination (with or without cause), nondisclosure of confidential information, and covenants not to compete or solicit employees. The document establishes the legal framework for the advisor's relationship with the company, including protections for the Company's interests and obligations of the Advisor, making it applicable for ensuring compliance and managing expectations in a business advisory capacity.