Common use of Enforcement Clause in Contracts

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges and agrees that: (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the purpose of the covenants set forth claim for indemnification or advances is denied, in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillwhole or in part, trade secrets and other confidential information of the Company; (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants limitations set forth in Section 7 are found 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by a court the Corporation (including the Board, any committee of the Board, or an arbitrator to be unreasonablethe Corporation’s stockholders, Executive and the Company agree or any subgroup of such directors or stockholders) that the maximum period, scope or geographical area that such indemnification is found to be reasonable improper shall be substituted for a defense to the stated period, scope action or area, and create a presumption that the court Indemnitee is not entitled to indemnification under this Agreement or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionotherwise.

Enforcement. In view of the foregoing, the Executive acknowledges and agrees that: (i) that it is reasonable and necessary for the purpose protection of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillgood will, business, trade secrets and other secrets, confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Proprietary Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company that he makes the covenants in this Section 8 and that the Company will suffer irreparable injury if the Executive engages in the event conduct prohibited by Section 8 (a), (b) or (c) of this Agreement. The Executive breached agrees that upon a breach, threatened breach or violation by him of any such covenants; and (iii) of the foregoing provisions of this Section 8, the Company, in addition to all other remedies it may have including an action at law (such for damages, shall be entitled as monetary damages) for any breach a matter of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantright to injunctive relief, the Company shall have the right (in addition to, and not in lieu of, specific performance or any other right or remedy that may be available to it) to temporary and permanent injunctive form of equitable relief from a in any court of competent jurisdiction, jurisdiction without posting any being required to post bond or other security and without having to prove the necessity of proof of actual damage. If any portion inadequacy of the Restrictive Covenants is hereafter determined available remedies at law, to enjoin and restrain the Executive and each and every other person, partnership, association, corporation or organization acting in concert with the Executive, from the continuance of any action constituting such breach. The Company shall also be entitled to recover from the Executive all of its reasonable costs incurred in the enforcement of this Section 8 including its reasonable legal fees. The Executive acknowledges that the terms of Section 8(a), (b) and (c) are reasonable and enforceable and that, should there be a violation or attempted or threatened violation by the Executive of any of the provisions contained in these subsections, the Company shall be entitled to relief by way of injunction, specific performance or other form of equitable relief. In the event that any of the foregoing covenants in Sections 8 (a), (b) or (c) shall be deemed by any court of competent jurisdiction, in any proceedings in which the Company shall be a party, to be invalid unenforceable because of its duration, scope, or unenforceable in any respectarea, such determination shall not affect the remainder thereof, which it shall be given the maximum effect possible deemed to be and shall be fully enforced, without regard amended to conform to the invalid portions. In particularscope, without limiting the generality period of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator time and geographical area which would permit it to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionenforced.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that (i) any PBRSU Shares issued by the Company to the Participant pursuant to this Agreement shall be wholly or partially unenforceable forfeited for no consideration, (ii) in any jurisdictionthe event that the Participant sold the PBRSU Shares issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such payment, the price at which the Participant sold the shares, and (iii) in the case of unvested Granted PBRSUs, such determination shall not unvested Granted PBRSUs will automatically be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionforfeited for no consideration.

Enforcement. Executive acknowledges The rights and agrees that: remedies of the parties shall be cumulative with and not exclusive of any other remedy conferred hereby. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, including the Stockholder’s obligations to vote its Covered Shares as provided in this Agreement, in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any federal court located in the State of Delaware, without proof of actual damages or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties (i) consents to submit itself, and hereby submits itself, to the purpose personal jurisdiction of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information Court of Chancery of the Company; State of Delaware and any federal court located in the State of Delaware, or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information agrees that it will not attempt to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached deny or defeat such personal jurisdiction by motion or other request for leave from any such covenants; court, and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (iii) remedies at law (agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, or, if neither of such as monetary damages) for courts has subject matter jurisdiction, any breach state court of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach State of a Restrictive Covenant, the Company shall have the right (in addition toDelaware having subject matter jurisdiction, and not in lieu of, any other right or remedy that may be available (iv) consents to it) to temporary and permanent injunctive relief from a court service of competent jurisdiction, without posting any bond or other security and without process being made through the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants notice procedures set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction11.

Enforcement. The Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that: (i) , before providing services, whether as an employee or consultant, to any entity during the purpose period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and the Employer Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that he will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise Executive will reimburse the restrictions contained herein Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to cover the maximum period, scope and area permitted by law. If enforce any of the Restrictive Covenants are determined to be wholly provisions of this Agreement if the Executive challenges the reasonableness or partially unenforceable in enforceability of any jurisdiction, such determination shall not be a bar to or in any way diminish of the Company’s provisions of this Agreement. It is also agreed that each of the Employer Affiliates will have the right to enforce any such covenant in any other jurisdictionall of the Executive’s obligations to that affiliate under this Agreement.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that any vested shares of Restricted Stock issued by the Company to the Participant pursuant to this Agreement shall be wholly or partially unenforceable forfeited for no consideration. In the event that the Participant sold the shares issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in any jurisdictioncash, within thirty (30) days of a request by the Company for such determination shall not be a bar to or in any way diminish payment, the Company’s right to enforce any such covenant in any other jurisdictionprice at which the Participant sold the Shares.

Enforcement. In signing this Agreement, the Executive acknowledges gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3, that the Executive has not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and that the Executive has entered into this Agreement knowingly and voluntarily. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further agrees that: (i) , were the purpose Executive to breach any of the covenants set forth contained in Sections 5 through 7 above (this Section 3, the “Restrictive Covenants”) damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond. So that the Company may enjoy the full benefit of the covenants contained in Section 3.4(c), the Executive further agrees that the Non-Solicitation Period will be tolled, and will not run, during the period of any breach by the Executive of the covenants contained therein. In the event that any provision of this Section 3 is determined by any court of competent jurisdiction to protect be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the goodwill, trade secrets and other confidential information maximum extent permitted by law. It is also agreed that each of the Company; (ii) because ’s Affiliates will have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including, without limitation, pursuant to this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Affiliates, or change in the nature or scope of the business in which Executive’s employment or other relationship with the Company is engaged and because or any of its Affiliates, will operate to excuse the Executive from the performance of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in this Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction3.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, Confidential Information, customer relationships, and goodwill of the Company and are considered by the Participant to be reasonable for that purpose, and that the scope of restricted activities, the geographic scope, and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing, and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates (as defined below). The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found, or deemed to be unreasonable, unlawful, or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that (i) any PBRSU Shares issued by the Company to the Participant pursuant to this Agreement shall be wholly or partially unenforceable forfeited for no consideration; (ii) in any jurisdictionthe event that the Participant sold the PBRSU Shares issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such payment, the price at which the Participant sold the shares; and (iii) in the case of unvested Granted PBRSUs, such determination shall not unvested Granted PBRSUs will automatically be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionforfeited for no consideration.

Enforcement. The Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company that in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for of any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Section 7, the Company shall have business interests of the right (in addition toEmployer and the Employer Affiliates could be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates may be impossible to ascertain, monetary damages may not be an adequate remedy for the Employer and the Employer Affiliates, and not in lieu ofthe Employer will be entitled to seek to enforce this Agreement by a temporary, any other right or remedy that may be available to it) to temporary and preliminary and/or permanent injunctive relief from a court of competent jurisdiction, without posting any bond injunction or other security and equitable relief, without the necessity of proof of actual damageposting bond or security, which the Executive expressly waives. If any portion The Executive understands that the Employer may waive some of the Restrictive Covenants is hereafter determined requirements expressed in this Agreement, but that such a waiver to be invalid or unenforceable effective must be made in any respect, such determination shall writing and should not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish be deemed a waiver of the CompanyEmployer’s right to enforce any such other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant in and that the unenforceability of any of them shall not preclude the enforcement of any other jurisdictioncovenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. It is also agreed that each of the Employer Affiliates will have the right to enforce all of the Executive’s obligations to that affiliate under this Agreement.

Enforcement. The Executive acknowledges and agrees that: (i) that in the purpose event of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillany breach of this Section 8, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages interests of the Company in and the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would Company Affiliates will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantirreparably injured, the full extent of the damages to the Company shall have and the right (in addition toCompany Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Company and the Company Affiliates, and not in lieu ofthe Company will be entitled to enforce this Agreement by a temporary, any other right or remedy that may be available to it) to temporary and preliminary and/or permanent injunctive relief from a court of competent jurisdiction, without posting any bond injunction or other security and equitable relief, without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid posting bond or unenforceable in any respect, such determination shall not affect the remainder thereofsecurity, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portionsExecutive expressly waives. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive The Company and the Company Affiliates each acknowledge that in the event of any breach of this Agreement, the interests of the Executive will be irreparably injured, the full extent of damages to the Executive will be impossible to ascertain, monetary damages will not be an adequate remedy for the Executive, and the Executive will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Company expressly waives. The Company and the Executive each understand that the other may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the right of either party to enforce any other requirements or provisions of this Agreement. The Company and the Executive agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, each of their obligations specified in this Agreement are separate and independent covenants and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If unenforceability of any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination them shall not preclude the enforcement of any other covenants in this Agreement. The Executive further agrees that any breach of this Agreement by the Company prior to the Date of Termination shall not release the Executive from compliance with his obligations under this Section 8, as long as the Company fully complies with Sections 7 and 10. The Company further agrees that any breach during the Employment Period of this Agreement by the Executive that does not result in the Executive being terminated for Cause shall not release the Company from compliance with its obligations under this Agreement. Notwithstanding the foregoing two sentences, neither the Company nor the Executive shall be precluded from pursuing judicial remedies as a bar to or in any way diminish the Company’s right to enforce result of any such covenant in any other jurisdictionbreaches.

Enforcement. Executive acknowledges In signing this Agreement, I give the Company assurance that I have carefully read and agrees considered all of the restraints imposed on me hereunder, that I have not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and that I have signed this Agreement knowingly and voluntarily. I agree without reservation that these restraints are necessary for the reasonable and proper protection of the Company, and are reasonable in respect to subject matter, length of time and geographic area. I further agree that: (i) the purpose , were I to breach any of the covenants set forth in Sections 5 through 7 above (contained herein, the “Restrictive Covenants”) is damage to protect the goodwill, trade secrets and other confidential information of Company would be irreparable. I therefore agree that the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, to any other right or remedy that may be remedies available to it) , shall be entitled to temporary preliminary and permanent injunctive relief from a court of competent jurisdictionjurisdiction against any breach or threatened breach by me of any such covenants, without posting any bond or other security and without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder. So that the necessity of proof of actual damage. If any portion Company may enjoy the full benefit of the Restrictive Covenants is hereafter determined to be invalid or unenforceable covenants contained in any respectSections 8.C and 8.D above, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company I further agree that the maximum periodNon-Solicit Period shall be tolled, scope and shall not run, during the period of any breach by me of such covenants. I also agree that if I violate any fiduciary duty to the Company or geographical area unlawfully take any Company Confidential Information or other property belonging to the Company, the Post-Termination Non-Competition Period in Section 8.B will extend by the time during which I engage in such violation(s), for up to a total of two (2) years following the termination of my employment. In the event that any provision of this Agreement is found determined by any court of competent jurisdiction to be reasonable unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein deemed to cover be modified to permit its enforcement to the maximum period, scope and area extent permitted by law. If any Finally, no claimed breach of the Restrictive Covenants are determined this Agreement or other violation of law attributed to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right , or change in the nature or scope of my employment or other relationship with the Company, shall operate to enforce any such covenant in any other jurisdictionexcuse me from the performance of my obligations under this Agreement.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restricted covenants in this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that any Shares purchased by the Participant pursuant to this Agreement shall be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar subject to or in any way diminish repurchase by the Company’s right , in its sole discretion, at a price equal to enforce any the lesser of the Exercise Price and the Fair Market Value of the Shares at the time of repurchase. In the event that the Participant sold the Shares purchased by the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such covenant in any other jurisdictionpayment, the positive difference, if any, between the price at which the Participant sold the Shares and the amount at which the Company could have repurchased the Shares pursuant to the preceding sentence.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 8 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants Sections 5 through 8 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantcovenant under Sections 5 through 8, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants Sections 5 through 8 is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants covenants of Sections 5 through 8 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the CompanyParent Company and its Subsidiaries; (ii) because of the nature of the business in which the Parent Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Parent Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges Except as provided in Section 4.6 of the Indenture, no Holder of any Debt Securities of any Series shall have any right by virtue of or by availing itself of any provision of the Indenture or of the Debt Securities of such Series to institute any suit, action or proceeding in equity or at law upon or under or with respect to the Indenture or of the Debt Securities, or for any other remedy hereunder or under the Debt Securities, unless (a) such Holder previously shall have given to the Trustee written notice of default and agrees that: of the continuance thereof with respect to such Series of Debt Securities, (ib) the purpose Holders of the covenants set forth not less than 25% in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information aggregate principal amount Outstanding of the Company; (ii) because Debt Securities of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company Series shall have made specific written request to the right (Trustee to institute such action, suit or proceeding in addition to, its own name as Trustee hereunder and not in lieu of, any other right or remedy that may be available shall have provided to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond the Trustee such indemnity or other security as it may require against the costs, expenses and without liabilities to be incurred therein or thereby and (c) the necessity Trustee for 60 days after its receipt of proof such notice, request and provision of actual damage. If indemnity or other security, shall have failed to institute any portion such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.9 of the Restrictive Covenants is hereafter determined to be invalid Indenture, it being understood and intended, and being expressly covenanted by every Holder of Debt Securities of a Series with every other Holder of Debt Securities of such Series and the Trustee, that no one or unenforceable more Holders shall have any right in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality manner whatever by virtue or by availing itself of any provision of the foregoing, if the covenants set forth in Section 7 are found by a court Indenture or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined Debt Securities to be wholly affect, disturb or partially unenforceable in prejudice the rights of any jurisdictionother Holder of Debt Securities of such Series or to obtain priority over or preference to any other such Holder, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any right under the Indenture or under the Debt Securities of such covenant Series, except in any other jurisdictionthe manner herein provided and for the equal, ratable and common benefit of all Holders of Debt Securities of such Series. For the protection and enforcement of this Paragraph 10, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Enforcement. In signing this Agreement, Executive gives the Company assurance that Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section 7. Executive agrees that these restraints are necessary for the proper protection of the Company Group and their Affiliates and their trade secrets and Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Restricted Period, Executive will provide a copy of this Agreement (including, without limitation, Section 7) to such entity. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Group, that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force and that, as a result of the foregoing, in the event that Executive breaches such covenants, monetary damages would be an insufficient remedy for the Company Group and equitable enforcement of the covenant would be proper. Executive therefore agrees that the Company Group, in addition to any other remedies available to it, shall be entitled to seek preliminary and permanent injunctive relief against any breach by Executive of any of those covenants, without the necessity of showing actual monetary damages or the posting of a bond or other security. Executive understands and agrees that: (i) the purpose that if it is finally determined that he violated any of the covenants obligations set forth in Sections 5 through the Restrictive Covenants (as defined below), the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation; provided that such litigation was initiated during the period of restriction. Executive and the Company further agree that, in the event that any provision of this Section 7 above (is determined by any court of competent jurisdiction to be unenforceable by reason of it being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the “Restrictive Covenants”) maximum extent permitted by law. It is to protect the goodwill, trade secrets and other confidential information also agreed that each of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages Affiliates of the Company in Group will have the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach right to enforce all of Executive’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 7, and that such parties’ ability to enforce their rights under the Restrictive Covenants would be inadequate. or applicable law against Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or impaired in any way diminish by the Company’s right to enforce any such covenant in existence of a claim or cause of action on the part of Executive based on, or arising out of, this Agreement or any other jurisdictionevent or transaction relating thereto other than Section 4, Section 6 or Section 8 of this Agreement or any other event or transaction relating thereto.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 8 above (the “"Restrictive Covenants”") is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s 's obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s 's right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges and agrees that: If Indemnitee has not received a determination of entitlement to indemnification or an advance, as the case may be, within the applicable time periods for such actions specified in this Agreement, or if it has been determined that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall be entitled to commence an action in any court of competent jurisdiction (including the court in which the Proceeding (as to which Indemnitee seeks indemnification) is or was pending) (i) in the purpose former case, seeking enforcement of Indemnitee's rights under this Agreement or otherwise, or seeking an initial determination by the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillcourt, trade secrets and other confidential information of the Company; or (ii) because in the latter case, challenging any such determination or any aspect thereof, including the legal or factual bases therefor. The Company hereby consents to service of the nature of the business process and to appear generally in which any such proceeding. It shall be a defense to any such action that applicable law does not permit the Company is engaged and because of to indemnify Indemnitee for the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached amount claimed. In any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantaction, the Company shall have the right (burden of proving that indemnification or advances are not proper in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion circumstances of the Restrictive Covenants specific case. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification is hereafter determined to be invalid or unenforceable in any respectproper under the circumstances because Indemnitee has met the standard of conduct under applicable law, nor an actual determination by the Company that Indemnitee has not met such determination shall not affect the remainder thereofstandard of conduct, which shall be given the maximum effect possible and shall be fully enforced, without regard a defense to the invalid portionsaction or create a presumption that Indemnitee has not met that standard of conduct. In particularThe Company shall indemnify Indemnitee for Expenses incurred by Indemnitee in connection with the successful establishment or enforcement, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to whole or in any way diminish the Company’s part, by Indemnitee of Indemnitee's right to enforce any such covenant in any other jurisdictionindemnification or advances.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by Participant, the Participant agrees that (i) any shares of Restricted Stock issued by the Company to the Participant pursuant to this Agreement shall be wholly or partially unenforceable forfeited for no consideration and (ii) in any jurisdictionthe event that the Participant sold the shares of Restricted Stock issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such determination shall not be a bar to or in any way diminish payment, the Company’s right to enforce any such covenant in any other jurisdictionprice at which the Participant sold the shares.

Enforcement. Executive acknowledges The parties acknowledge that the type and agrees that: (i) periods of restriction imposed in the purpose provisions of this Section 7 above are fair and reasonable and are reasonably required for the protection of the covenants set forth in Sections 5 through 7 above (legitimate interests of the “Restrictive Covenants”) is to protect Company and the goodwillconfidential information, trade secrets proprietary property and other confidential information goodwill associated with the business of the Company; (ii) because and that the time, scope, geographic area, line of business and other provisions of this Section 7 have been specifically negotiated by sophisticated parties and are given as an integral part of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accesstransactions contemplated by this Agreement, it would be impractical being understood that the customers and excessively difficult to determine the actual damages Business Associates of the Company may be located anywhere in the event Executive breached any world and accordingly it is reasonable that the restrictive covenants set forth herein are not limited by narrow geographic area but generally by the location of such covenants; potential customers and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damageBusiness Associates. If any portion of the Restrictive Covenants covenants in Section 7 above, or any part thereof, is hereafter determined construed to be invalid or unenforceable in any respectunenforceable, such determination the same shall not affect the remainder thereofof the covenant or covenants, which shall be given the maximum effect possible and shall be fully enforcedfull effect, without regard to the invalid portions. In particularthe event that any covenant contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, without limiting it shall be interpreted to extend only over the generality maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The temporal duration of any the covenants contained in this Section 7 shall not expire, and shall be tolled, during any period that the Executive is in violation of any such covenant, and all such covenants shall automatically be extended by the period of the foregoing, if Executive’s violation thereof. The existence of any claim or cause of action which the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and may have against the Company agree that shall not constitute a defense or bar to the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If enforcement of any of the Restrictive Covenants are determined to provisions of this Agreement and shall be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish pursued through separate court action by the Company’s right to enforce any such covenant in any other jurisdictionExecutive.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged Because your services are unique and because of the nature of the you have access to Confidential Information to which Executive has accessand Intellectual Property, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies you agree that a remedy at law (such as monetary damages) for any breach or threatened breach of Executive’s obligations under the Restrictive Covenants provisions of this Section 6 would be inadequate. Executive therefore agrees and consents inadequate and, therefore, you agree that if Executive commits any breach member of a Restrictive Covenantthe Oaktree Group shall be entitled to injunctive relief, the Company shall have the right (in addition to, and not in lieu of, to any other right available rights and remedies in case of any such breach or remedy threatened breach; provided, that may nothing contained herein shall be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting construed as prohibiting any bond or other security and without the necessity of proof of actual damage. If any portion member of the Restrictive Covenants is hereafter determined to be invalid Oaktree Group from pursuing any other rights and remedies available for any such breach or unenforceable in threatened breach. If, at the time of enforcement of any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoingparagraphs of this Section 6, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonableshall hold that the duration, Executive and scope or area restrictions stated herein are unreasonable under the Company circumstances then existing, the parties agree that the maximum periodduration, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated periodduration, scope or area, and that the court or arbitrator arbitrator, as the case may be, shall be allowed to construe or revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If You expressly acknowledge and agree that (i) you have carefully read this Agreement and have given careful consideration to the restraints imposed upon you by this Section 6; (ii) you are in full accord as to their necessity; (iii) the rights and remedies under this Section 6 shall be in addition to any other rights and remedies of any member of the Restrictive Covenants Oaktree Group; and (iv) the provisions of this Section 6 are determined an essential inducement to be wholly Oaktree to enter into this Agreement. For the avoidance of doubt, your obligations under this Section 6 are in addition to, and do not qualify or partially unenforceable in relieve you of any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in obligation you may have under any other jurisdictionagreement you may have with any other member of the Oaktree Group.

Enforcement. Executive acknowledges and agrees that: If Indemnitee has not received a determination of entitlement to indemnification or an advance, as the case may be, within the applicable time periods for such actions specified in this Agreement, or if it has been determined that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall be entitled to commence an action in any court of competent jurisdiction (including the court in which the Proceeding as to which Indemnitee seeks indemnification is or was pending) (i) in the purpose former case, seeking enforcement of Indemnitee’s rights under this Agreement or otherwise, or seeking an initial determination by the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillcourt, trade secrets and other confidential information of the Company; or (ii) because in the latter case, challenging any such determination or any aspect thereof, including the legal or factual bases therefor. The Company hereby consents to service of the nature of the business process and to appear generally in which any such proceeding. It shall be a defense to any such action that applicable law does not permit the Company is engaged and because of to indemnify Indemnitee for the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached amount claimed. In any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantaction, the Company shall have the right (burden of proving that indemnification or advances are not proper in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion circumstances of the Restrictive Covenants specific case. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification is hereafter determined to be invalid or unenforceable in any respectproper under the circumstances because Indemnitee has met the standard of conduct under applicable law, nor an actual determination by the Company that Indemnitee has not met such determination shall not affect the remainder thereofstandard of conduct, which shall be given the maximum effect possible and shall be fully enforced, without regard a defense to the invalid portionsaction or create a presumption that Indemnitee has not met that standard of conduct. In particularThe Company shall indemnify Indemnitee for Expenses incurred by Indemnitee in connection with the successful establishment or enforcement, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to whole or in any way diminish the Company’s part, by Indemnitee of his right to enforce any such covenant in any other jurisdictionindemnification or advances.

Enforcement. Executive acknowledges If reasonably requested by Nestlé, the Company will institute litigation or take other steps to remedy an Infringement, and agrees that: (i) any such litigation or steps will be at the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is Company’s reasonable expense. In order to protect the goodwillestablish standing, trade secrets and other confidential information Nestlé, upon request of the Company; (ii) because of , agrees to timely commence or to join in any such litigation, at the nature of the business Company’s reasonable expense, and in which any event to cooperate with the Company is engaged in such litigation or steps at the Company’s reasonable expense. Nestlé will have the right to consult with the Company about such litigation and because to participate in and be represented by independent counsel in such litigation at Nestlé’s own expense, other than in respect of any reasonable fees incurred in respect of matters undertaken at the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages request of the Company in where such fees will be at the event Executive breached Company’s expense. If the Company fails to institute such litigation or otherwise take steps to remedy an Infringement of any Company Patent Right within [**] days of its receipt of notice thereof or if Nestlé elects to conduct such litigation itself, then Nestlé will (at its expense) have the right, but not the obligation, upon [**] days’ prior notice to the Company to institute any such covenants; and litigation. Nestlé will have full control of such litigation or steps but will not, without the prior written consent of the Company, enter into any compromise or settlement relating to such litigation that (iiia) remedies admits the invalidity or unenforceability of any Company Patent Right or (b) requires the Company to abandon any Company Patent Right. The Company will, at law its own expense, cooperate with Nestlé in any such litigation. Any financial award granted in favor of Nestlé or the Company pursuant to an enforcement action under this Section 7.4.2 will be applied in priority to indemnify Nestlé (such as monetary damageslicensee) for any breach its losses and costs as a result of Executive’s obligations under such decision and the Restrictive Covenants would excess will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive shared between Nestlé and the Company agree that in proportion to the maximum periodamount spent by each Party in respect of such actions (including, scope or geographical area that is found to be without limitation, advisers fees and reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionmanagement time).

Enforcement. If Subsections 9. b., c. or d of this Agreement, as applied to Executive or any other Person, is adjudged by a court to be invalid or unenforceable, in whole or in part, the same will in no way affect any other provision of those Subsections or any other part of this Agreement, the application of that provision in any other circumstances or the validity or enforceability of this Agreement. If any provision, or any part of any provision, is held to be unenforceable because of the duration of the provision or the area covered by the provision, the parties agree that the court making such determination will have the power to reduce the duration and/or area of the provision to the longest permissible duration and largest permissible area, and/or to delete specific words or phrases, and in its reduced form Subsections 9. b., c. or d. will then be enforced. It is agreed by the parties hereto that the restrictions set forth in this Section 9 are reasonable and necessary to protect the goodwill of the Company, and the Company’s legitimate business interests. Further, Executive specifically acknowledges and agrees that: that (i) the purpose of the covenants non-competition and other restraints set forth in Sections 5 through 7 above (this Agreement are reasonable in scope and content, not over broad, undue in duration, or otherwise unreasonable in view of the “Restrictive Covenants”) is need to protect the goodwill, trade secrets goodwill and other confidential information legitimate business interests of the Company; (ii) because of the nature of the business in which . Because the Company is engaged and because will be irreparably damaged if the provisions of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Agreement are not specifically enforced, the Company shall have the right (in addition tobe entitled to a temporary or permanent injunction restraining any violation or threatened violation of this Agreement, and not in lieu of, or any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court appropriate decree of competent jurisdictionspecific performance, without posting any bond or other security and without the necessity of proof of showing any actual damagedamage or that monetary damages would not provide an adequate remedy. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination Such remedies shall not affect the remainder thereof, which shall be given the maximum effect possible exclusive and shall be fully enforced, without regard in addition to any other remedy which the invalid portionsCompany may have as a result of any such violation. In particular, without limiting Nothing contained in this Section shall be construed as prohibiting the generality Company from pursuing all other remedies available to them for a breach of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any provisions of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionthis Agreement.

Enforcement. Executive acknowledges and agrees that: (i) the purpose Company acknowledge that a breach of the covenants set forth and agreements contained in Sections 5 through 6 and 7 above (would cause irreparable damage to the “Restrictive Covenants”) is to protect other party, the goodwill, trade secrets and other confidential information exact amount of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine ascertain, and that the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any such breach of Executive’s obligations under the Restrictive Covenants or threatened breach would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonableAccordingly, Executive and the Company (and its subsidiaries and affiliates) agree that if either breaches or threatens to breach any of the maximum periodcovenants or agreements contained in Sections 6 and 7, scope in addition to any other remedy which may be available at law or geographical in equity, Executive, the Company and its subsidiaries and affiliates, as applicable, shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive and other equitable relief to prevent the breach or any threatened breach thereof without bond or other security or a showing of irreparable harm or lack of an adequate remedy at law. The Company and Executive further acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that is found they consider the restrictions and covenants contained in Sections 6 and 7 to be reasonable and necessary for the protection of the interests of the Company and its subsidiaries and affiliates, but if any such restriction or covenant shall be substituted held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply in such jurisdiction with such deletion or modification as may be necessary to make it valid and enforceable. Executive acknowledges and agrees that the restrictions and covenants contained in Sections 6 and 7 shall be construed for the stated periodall purposes to be separate and independent from any other covenant, scope whether in this Agreement or areaotherwise, and that shall each be capable of being reduced in application or severed without prejudice to the court other restrictions and covenants or arbitrator shall revise to the restrictions contained herein to cover remaining provisions of this Agreement. The existence of any claim or cause of action by Executive against the maximum period, scope and area permitted by law. If Company or any of the Restrictive Covenants are determined to be wholly its subsidiaries and affiliates, whether predicated upon this Agreement or partially unenforceable in any jurisdictionotherwise, such determination shall not be excuse Executive’s breach of any covenant, agreement or obligation contained in Section 6 or Section 7 and shall not constitute a bar defense to the enforcement by the Company or in any way diminish the Company’s right to enforce any of its subsidiaries of such covenant in any other jurisdictioncovenant, agreement or obligation.

Enforcement. Executive acknowledges Each party shall promptly inform the other party of any suspected infringement of any of DOV Patents by a third party and agrees that: (i) provide the purpose other party with any available evidence of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequatesuspected infringement. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company DOV shall have the right (sole right, but not the obligation, to institute any claim, suit or proceeding against an infringer or a presumed infringer of the DOV Patents in addition tothe Field, and the first right, but not in lieu ofthe obligation, to institute any other right claim, suit or remedy that may be available to it) to temporary and permanent injunctive relief from proceeding against an infringer or a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion presumed infringer of the Restrictive Covenants is hereafter determined to be invalid DOV Patents in the Retained Rights Field. DOV, at its sole expense, shall control the prosecution of any such suit or unenforceable in any respectclaim, such determination shall not affect including without limitation the remainder thereof, which shall be given the maximum effect possible choice of counsel and shall be fully enforcedsettle or dispose of any such suit or claim, without regard provided, however, that DOV shall have no right to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If diminish any of the Restrictive Covenants are determined rights granted to be wholly Wyeth hereunder in settling or partially unenforceable disposing of any such claim. Wyeth shall provide DOV with all reasonable assistance (other than financial), at DOV’s expense, required to institute and maintain such proceedings. In the event that DOV fails to initiate action to obtain a discontinuance of the alleged infringement of the DOV Patents as a result of the manufacture, use, import or sale of a Product or Marketed Product in the Retained Rights Field within one hundred eighty (180) days after notice is given by one party to the other of such alleged infringement, Wyeth, at its own expense, shall have the right, but not the obligation, to institute negotiations or legal proceedings with respect to such infringement. In such event, Wyeth shall control the prosecution of any jurisdictionsuch suit or claim, including without limitation the choice of counsel and shall settle or dispose of any such determination suit or claim (subject to DOV’s involvement), provided, however, that Wyeth shall not be a bar to or in any way diminish the Company’s have no right to enforce diminish any of the rights retained by DOV hereunder in settling or disposing of any such covenant suit or claim. DOV shall provide Wyeth with all reasonable assistance (other than financial), at Wyeth’s expense, required to institute and maintain such proceedings. In the event either party enforces the DOV Patents against the manufacture, use, import or sale of a Product or Marketed Product in the Retained Rights Field, and obtains any other jurisdictionRecovery from the alleged third party infringer, the enforcing party shall be entitled to retain from such Recovery the costs and expenses incurred by it in taking action against such third party and the remainder of any Recovery shall be retained by Wyeth if Wyeth is the enforcing party or paid to Wyeth if DOV is the enforcing party.

Enforcement. Executive In view of the foregoing, the Employee acknowledges and agrees that: (i) that it is reasonable and necessary for the purpose protection of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillgood will, business, trade secrets and other secrets, confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Proprietary Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company that he makes the covenants in this Section 8 and that the Company will suffer irreparable injury if the Employee engages in the event Executive breached conduct prohibited by Section 8 (a), (b) or (c) of this Agreement. The Employee agrees that upon a breach, threatened breach or violation of any such covenants; and (iii) of the foregoing provisions of this Section 8, the Company, in addition to all other remedies it may have including an action at law (such for damages, shall be entitled as monetary damages) for any breach a matter of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantright to injunctive relief, the Company shall have the right (in addition to, and not in lieu of, specific performance or any other right or remedy that may be available to it) to temporary and permanent injunctive form of equitable relief from a in any court of competent jurisdiction, jurisdiction without posting any being required to post bond or other security and without having to prove the necessity of proof of actual damage. If any portion inadequacy of the Restrictive Covenants is hereafter determined available remedies at law, to enjoin and restrain the Employee and each and every other person, partnership, association, corporation or organization acting in concert with the Employee, from the continuance of any action constituting such breach. The Company shall also be entitled to recover from the Employee all of its reasonable costs incurred in the enforcement of this Section 8 including its reasonable legal fees. The Employee acknowledges that the terms of Section 8(a), (b) and (c) are reasonable and enforceable and that, should there be a violation or attempted or threatened violation by the Employee of any of the provisions contained in these subsections, the Company shall be entitled to relief by way of injunction, specific performance or other form of equitable relief. In the event that any of the foregoing covenants in Sections 8 (a), (b) or (c) shall be deemed by any court of competent jurisdiction, in any proceedings in which the Company shall be a party, to be invalid unenforceable because of its duration, scope, or unenforceable in any respectarea, such determination shall not affect the remainder thereof, which it shall be given the maximum effect possible deemed to be and shall be fully enforced, without regard amended to conform to the invalid portions. In particularscope, without limiting the generality period of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator time and geographical area which would permit it to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionenforced.

Enforcement. Executive acknowledges UKRF and agrees that: (i) LICENSEE shall each give immediate notice to the purpose other of any infringement of PATENT RIGHTS by third parties which may come to their attention. UKRF hereby grants to LICENSEE, at LICENSEE's expense, the right to institute and conduct such legal action against third party infringers of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information PATENT RIGHTS and/or unauthorized users of the CompanyTECHNOLOGY, or enter into such settlement agreements, as are deemed appropriate by LICENSEE. LICENSEE shall control the conduct of such litigation, including the choice of its counsel. LICENSEE shall receive the full benefits of any action it takes pursuant to this Section 7.3. In any such action, UKRF shall be entitled to join LICENSEE as a party plaintiff and UKRF will be obligated to reasonably assist at LICENSEE's expense. In the event that such third party infringer or such unauthorized user files a counterclaim or threatens to file a counterclaim against LICENSEE, LICENSEE hereby agrees to indemnify UKRF against all losses, liabilities, claims, costs, charges and expenses incurred or suffered by UKRF in connection with such counterclaim or threat to the extent that any such losses, liabilities, claims, costs, charges and expenses arise because of LICENSEE'S gross negligence, bad faith or wilful misconduct; (ii) provided, however, that LICENSEE shall not be obligated to indemnify UKRF to the extent that any such losses, liabilities, claims, costs, charges and expenses arise because of the nature alleged infringement of the business in which the Company is engaged and because rights of such third party by reason of practice by LICENSEE, its AFFILIATES or sublicensees of the nature license granted herein (the parties agree that such alleged infringement and any indemnification relating thereto shall be covered by Section 7.4). Should LICENSEE fail to commence actions or proceedings against infringers of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages PATENTS or unauthorized users of the Company in the event Executive breached any such covenants; and TECHNOLOGY within ninety (iii90) remedies days of receiving written notice thereof from UKRF, UKRF, at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantUKRF's expense, the Company shall have the right (in addition to, to initiate and not in lieu of, any other right or remedy that may be available to it) to temporary pursue such action and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionreceive all resulting benefits.

Enforcement. Executive acknowledges Subject to the provisions of Section 11.4 and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantArticle XII, the Company Declarant, the Association, the Architectural Committee, or any Owner shall have the right (but not the obligation) to enforce the terms of this Declaration and any amendment thereto. Failure by the Association, the Architectural Committee, or any Owner to enforce the same shall in addition tono event be deemed a waiver of the right to do so thereafter. Deeds of conveyance of the Property may reference this Declaration, but whether or not such reference is made, each and not in lieu of, all of the terms of this Declaration shall be valid and binding upon the respective grantees. Violators of any other right one or remedy that more of the terms hereof may be available to it) to temporary and permanent injunctive relief from a restrained by any court of competent jurisdictionjurisdiction and damages awarded against such violators, provided, however, that a violation shall not affect the lien of any First Mortgage. If the Architectural Committee enforces any provision of the Project Documents, the cost of the enforcement shall be paid by the Association. In addition to any enforcement rights otherwise available to the Association, the Association shall have the right to enforce any provision of this Declaration by directly taking action necessary to cure or remove a breach of this Declaration, including without posting limitation, removal, repair or replacement of any bond sign, landscaping or other security and without the necessity of proof of actual damage. If Improvement on any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable Property; in any respectsuch event, such determination shall not affect the remainder thereof, which Association shall be given entitled to recover the maximum effect possible costs incurred by the Association in connection with such cure. Pursuant to such cure/removal right of the Association, the Association or its authorized agents may, upon reasonable written notice (or immediately, for willful and recurrent violations, when written notice has previously been given), enter any Lot in which a violation exists and may correct such violation at the expense of the Owner of such Lot, and the Association and its agents are hereby granted an easement for such purpose. Such expenses, and such fines as may be imposed pursuant to this Declaration, the Bylaws, or Association Rules, shall be fully enforceda special Assessment secured by an Assessment Lien upon such Lot enforceable in accordance with the provisions of this Declaration. All remedies available at law or equity shall be available in the event of any breach of any provision of this Section by any Owner, tenant or other person. In addition, the Water Management District shall have the right to enforce, by a proceeding at law or in equity, the provisions contained in this Declaration that relate to the maintenance, operation and repair of the Surface Water Management System for the Property. This shall include, without regard limitation, the right to bring a civil action for an injunction and penalties against the Association to compel it to correct any outstanding violations of the District Permit or the provisions of this Declaration pertaining to the invalid portions. In particular, without limiting Surface Water Management System or in mitigation or conservation areas under the generality responsibility of control of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionAssociation.

Enforcement. The Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that: (i) , before providing services, whether as an employee or consultant, to any entity during the purpose period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that he will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise Executive will reimburse the restrictions contained herein Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to cover the maximum period, scope and area permitted by law. If enforce any of the Restrictive Covenants are determined to be wholly provisions of this Agreement if the Executive challenges the reasonableness or partially unenforceable in enforceability of any jurisdiction, such determination shall not be a bar to or in any way diminish of the Company’s provisions of this Agreement. It is also agreed that each of the Employer Affiliates will have the right to enforce any such covenant in any other jurisdictionall of the Executive’s obligations to that affiliate under this Agreement.

Enforcement. Executive acknowledges and agrees that: (i) If, at the purpose time of enforcement of Section 7 or Section 8 of this Agreement, a court holds that the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations restrictions stated herein are unreasonable under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantcircumstances then existing, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company parties hereto agree that the maximum period, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated period, scope or area, area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to Confidential Information and Work Product, the parties hereto agree that the Company and its Subsidiaries would suffer irreparable harm from a breach of Section 8 by Executive and that money damages would not be an adequate remedy for any such breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). If Executive breaches Section 7, the Executive shall forfeit any further payments under Section 4(b)(i) and the Severance Period shall be deemed to end immediately on the date of such breach, but the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination Company shall not be entitled to specific performance and/or injunctive relief. Executive acknowledges and agrees that the covenants and agreements set forth in this Agreement were a bar material inducement to or the Company to enter into this Agreement and to perform its obligations hereunder, and that the Company would not obtain the benefit of the bargain set forth in any way diminish this Agreement as specifically negotiated by the parties hereto if Executive breached the provisions of this Agreement. Executive further acknowledges and agrees (i) that due to the proprietary nature of the Company’s right and its Subsidiaries’ business, the restrictions set forth in this Agreement are reasonable as to enforce any such covenant in any other jurisdictiontime and scope and are necessary to ensure the preservation, protection and continuity of the business, trade secrets and goodwill of the Company and its Subsidiaries and (ii) that Executive has reviewed the provisions of this Agreement with Executive’s legal counsel.

Enforcement. In signing this Agreement, the Executive acknowledges gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3, that the Executive has not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and that the Executive has entered into this Agreement knowingly and voluntarily. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Subsidiaries, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further agrees that: (i) , were the purpose Executive to breach any of the covenants set forth contained in Sections 5 through 7 above (this Section 3, the “Restrictive Covenants”) damage to the Company and its Subsidiaries would be irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond. In the event that any provision of this Section 3 is determined by any court of competent jurisdiction to protect be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the goodwill, trade secrets and other confidential information maximum extent permitted by law. It is also agreed that each of the Company; (ii) because ’s Subsidiaries will have the right to enforce all of the Executive’s obligations to that Subsidiary under this Agreement, including, without limitation, pursuant to this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Subsidiaries, or change in the nature or scope of the business in which Executive’s employment or other relationship with the Company is engaged and because or any of its Subsidiaries, will operate to excuse the Executive from the performance of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in this Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction3.

Enforcement. Executive acknowledges The Company and agrees Parent acknowledge and agree that the provisions of Section 9.3(b) and (c) are an integral part of the transactions contemplated by this Agreement (including the Offer and the Merger), and that: , without such provisions, neither Parent nor the Company would have entered into this Agreement. Accordingly, (i) if the purpose of Company shall fail to pay in a timely manner the covenants set forth amounts due pursuant to Section 9.3(b), and, in Sections 5 through 7 above (the “Restrictive Covenants”) is order to protect the goodwillobtain such payment, trade secrets and other confidential information of Parent makes a claim that results in a judgment against the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have promptly reimburse Parent its reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants amounts set forth in Section 7 are found by a court or an arbitrator 9.3(b) at the prime rate of Citibank N.A. in effect on the date such payment was required to be unreasonablemade, Executive and (ii) if Parent shall fail to pay in a timely manner the amounts due pursuant to Section 9.3(c), and, in order to obtain such payment, the Company makes a claim that results in a judgment against Parent, Parent shall promptly reimburse the Company its reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amounts set forth in Section 9.3(c) at the prime rate of Citibank N.A. in effect on the date such payment was required to be made. In the event that a party receives a termination fee pursuant to this Section 9.3, the receipt of such fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by such party or any of their respective Affiliates in connection with this Agreement (and the Company agree that termination hereof), the maximum periodMerger (and the abandonment thereof) or any matter forming the basis for such termination, scope and no party receiving the termination fee, or geographical area that is found to be reasonable any of their respective Affiliates shall be substituted for entitled to bring or maintain any other claim, action or proceeding against the stated period, scope party paying the fee or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of its Affiliates arising out of this Agreement and the Restrictive Covenants are determined to be wholly transactions contemplated hereby, including the Offer and the Merger, or partially unenforceable in any jurisdiction, matters forming the basis for such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictiontermination.

Enforcement. Executive acknowledges and Grantee hereby agrees that: (i) the purpose of that the covenants set forth in this Section 15 are reasonable with respect to their scope, duration, and geographical area. Xxxxxxx further agrees and acknowledges that the restrictions contained in Section 15 do not and would not unreasonably impose limitations on Xxxxxxx’s ability to earn a living. If any court or other tribunal determines that any term or provision of Sections 5 through 7 above 15 is overbroad or otherwise invalid or unenforceable, Grantee and Entergy hereby agree that such court or tribunal shall have the power and obligation to narrow or otherwise reform the unenforceable term or provision, including to delete, replace, or add specific words or phrases, but only to the narrowest extent necessary to render the provision valid and enforceable (provided that in no event shall the “Restrictive Covenants”length of any restrictive covenant or its scope be extended or expanded), and this Agreement shall be fully enforceable as so modified. Xxxxxxx’s agreement to the restrictions provided for in this Agreement and Entergy’s agreement to grant the Award are mutually dependent consideration. Therefore, notwithstanding any other provision to the contrary in this Agreement, if (i) the enforceability of any material restriction applicable to Grantee as provided for in this Section 15 is to protect the goodwill, trade secrets challenged and found unenforceable by a court or other confidential information of the Company; tribunal or (ii) because Grantee breaches any of the nature provisions of Section 15, then Entergy shall have the right to terminate this Agreement and recover from Grantee all Shares paid to Grantee pursuant to this Agreement and, if Grantee has sold, transferred, or otherwise disposed of any Shares received in respect of the business in Restricted Units, an amount equal to the aggregate Fair Market Value of such Shares on the date on which such Common Stock was paid to Grantee pursuant to this Agreement. This provision shall be construed as a return of consideration or ill-gotten gains due to the Company is engaged failure of Xxxxxxx’s promises and because of consideration under the nature of the Confidential Information to which Executive has accessAgreement, it would be impractical and excessively difficult to determine the actual not as a liquidated damages of the Company clause. In addition, in the event Executive breached of Entergy’s termination of this Agreement, Grantee shall immediately forfeit all unvested Restricted Units and all vested and unpaid Restricted Units. Xxxxxxx further hereby agrees that, in the event of a breach by Grantee of any of the provisions of Sections 15(a), (b), (c) (d) or (e), monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such covenants; breach or threatened breach, Entergy or a System Company may, in addition to and (iii) without prejudice to other rights and remedies at law (such as monetary damages) existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach violations of Executive’s obligations under the Restrictive Covenants provisions hereof, in each case without the requirement of posting a bond or proving actual damages and without having to demonstrate that money damages would be inadequate. Executive therefore agrees Grantee acknowledges (i) that Grantee has carefully read this Agreement and consents that if Executive commits any breach of a Restrictive Covenant, has given careful consideration to the Company shall have the right (in addition torestraints imposed upon Grantee by this Agreement, and not Grantee is in lieu of, any other right or remedy that may be available full accord as to it) to temporary their necessity for the reasonable and permanent injunctive relief from a court proper protection of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion Confidential Information of the Restrictive Covenants System Companies and their relationships with customers, suppliers and other business partners and (ii) that Grantee is hereafter determined informed in writing hereby that Xxxxxxx has a right to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible advice of legal counsel and shall be fully enforced, without should consult with an attorney of Xxxxxxx’s choice with regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise the restrictions contained herein Xxxxxxx has been provided ample opportunity to cover the maximum period, scope seek out and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, consult with such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictioncounsel.

Enforcement. Executive acknowledges and agrees that: (i) The Employee understands that the purpose of the covenants restrictions set forth in Sections 5 through 7 above (the “Restrictive Covenants”6(b) is and 7(a) are intended to protect the Company’s interest in its Proprietary Information and established employee, customer, supplier vendor and business partner relationships and goodwill, trade secrets and agree that such restrictions are reasonable and appropriate for this purpose. If at any time any of the provisions of Sections 6(b) or 7(a) shall be deemed invalid or unenforceable or are prohibited by the laws of the state or place where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of activities restricted, or for any other confidential information reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement; and the Company and the Employee agree that the provisions of Sections 6(b) and 7(a), as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included xxxxxx.Xx the event the Company should bring any legal action or other proceeding against Employee for enforcement of this Agreement and such legal action or other proceeding are finally decided in favor of the Company; (ii) because , after all appeals, the calculation of the nature Noncompete Period, if any, shall not include the period of time commencing with the filing of legal action or other proceeding to enforce this Agreement through the date of final judgment or final resolution including all appeals, if any, of such legal action or other proceeding decided in favor of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company Company. Employee hereby agrees that in the event Executive breached of the violation by him of any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach provisions of a Restrictive Covenantthis Agreement, the Company shall have will be entitled to institute and prosecute proceedings at law or in equity to obtain damages with respect to such violation or to enforce the right (in addition to, and not in lieu of, any other right specific performance of this Agreement by Employee or remedy that may be available to it) to temporary and permanent injunctive relief enjoin Employee from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable engaging in any respect, such determination shall not affect activity in violation hereof. The prevailing party in any litigation brought to enforce the remainder thereof, which restrictive provisions contained in this Agreement shall be given entitled to reimbursement from the maximum effect possible nonprevailing party for reasonable attorneys’fees and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth expenses incurred in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, connection with such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionlitigation.

Enforcement. Executive acknowledges and agrees that: (i) that the purpose Company’s remedies at law for a breach or threatened breach of any of the covenants set forth in provisions of Sections 5 through 7 above 10(a), (b), (c), (d) or (e) herein (collectively, the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages inadequate and, in recognition of the Company this fact, Executive agrees that, in the event Executive breached of such a breach or threatened breach, in addition to any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantlaw, the Company shall have be entitled to obtain equitable relief in the right form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, the Company shall be entitled to immediately cease paying any amounts remaining due pursuant to Section 9 (other than the Accrued Amounts) in addition tothe event that Executive has violated any provision of Section 10(a) or has materially breached any of his obligations under Sections 10(b), (c), (d) or (e) of this Agreement. Executive understands that the provisions of Sections 10(a) and 10(b) may limit his ability to earn a livelihood in a business similar to the business of the Company but he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in Sections 10(a) and 10(b). In consideration of the foregoing and in light of Executive’s education, skills and abilities, Executive agrees that he shall not in lieu ofassert that, and it should not be considered that, any other right provisions of Sections 10(a) and 10(b) otherwise are void, voidable or remedy unenforceable or should be voided or held unenforceable. It is expressly understood and agreed that may be available to italthough Executive and the Company consider the restrictions contained in Sections 10(a) and 10(b) to temporary and permanent injunctive relief from be reasonable, if a judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, without posting any bond the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined indicate to be invalid or unenforceable enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in any respectthis Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such determination finding shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality enforceability of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly other restrictions contained herein. In any such action, suit or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right proceeding to enforce any such covenant in any other jurisdictionthe Covenants, the prevailing Party shall be entitled to an award of its or his reasonable attorneys’ fees and costs incurred.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of You hereby agree that the covenants set forth in Sections 5 through 7 above 9(a), (b), (c) and (d) are reasonable with respect to their scope, duration, and geographical area. If the “Restrictive Covenants”final judgment of a court of competent jurisdiction declares that any term or provision of Sections 9(a), (b), (c) or (d) is invalid or unenforceable, you and the Company hereby agree that the court making the determination of invalidity or unenforceability shall have the power to protect reform the goodwillunenforceable term or provision, trade secrets including to delete, replace, or add specific words or phrases, but only to the narrowest extent necessary to render the provision valid and other confidential information enforceable (provided that in no event shall the length of any restrictive covenant or its scope be extended or expanded), and this Agreement shall be enforceable as so modified after the expiration of the Company; (ii) because of the nature of the business in time within which the Company judgment on enforceability may be appealed. Your agreement to the restrictions provided for in this Agreement and the Company’s agreement to grant the Award are mutually dependent consideration. Therefore, notwithstanding any other provision to the contrary in this Agreement, if the enforceability of any material restriction applicable to you as provided for in this Section 9 is engaged challenged and because found unenforceable by a court of the nature of the Confidential Information to which Executive has accesslaw, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, then the Company shall have the right (to terminate this Agreement and recover from you all shares of Common Stock paid to you pursuant to this Agreement and any amounts received by you on the date of exercise, sale, transfer, or other disposition if you have sold, transferred, or otherwise disposed of any shares of Common Stock received in addition torespect of the Option. This provision shall be construed as a return of consideration or ill-gotten gains due to the failure of your promises and consideration under the Agreement, and not as a liquidated damages clause. In addition, in lieu ofthe event of the Company’s termination of this Agreement, you shall immediately forfeit all un-exercised Options. You further hereby agree that, in the event of a breach by you of any of the provisions of Sections 9(a), (b), (c) or (d), monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach or threatened breach, the Company or a System Company may, in addition to and without prejudice to other right or remedy that may be available rights and remedies existing in its favor, apply to it) to temporary and permanent injunctive relief from a any court of law or equity of competent jurisdictionjurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, in each case without the requirement of posting any a bond or other security proving actual damages and without the necessity of proof of actual damagehaving to demonstrate that money damages would be inadequate. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination Such remedies shall not affect be deemed the remainder thereofexclusive remedies for a breach, which but shall be given the maximum effect possible in addition to all remedies available at law or in equity, including, but not limited to, attorneys’ fees and shall be fully enforced, without regard to the invalid portionscosts. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive You hereby agree and the Company agree acknowledge that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein in Sections 9(a), (b), (c) and (d) do not preclude you from earning a livelihood, nor do they unreasonably impose limitations on your ability to cover earn a living. You acknowledge that you have carefully read this Agreement and you have given careful consideration to the maximum periodrestraints imposed upon you by this Agreement, scope and area permitted by law. If you are in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of any of the Restrictive Covenants are determined System Company now existing or to be wholly or partially unenforceable developed in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionfuture.

Enforcement. Executive Employee acknowledges and agrees that: (i) the purpose of the covenants set forth restrictions contained in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillthis Agreement are, trade secrets and other confidential information of the Company; (ii) because in view of the nature of the business in which of Company, reasonable and necessary to protect the Company is engaged and because legitimate interests of the nature Company, and that any breach, violation or default by Employee of any of such restrictions, including the Confidential Information representations, covenants, duties or obligations imposed upon Employee pursuant to this Agreement, shall cause Company immediate and irreparable harm for which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) Company’s remedies at law (such as monetary money damages) for any breach of Executive’s obligations under the Restrictive Covenants would will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (right, in addition toto any other rights it may have, to obtain injunctive relief, including a temporary restraining order and a preliminary and permanent injunction, to restrain any breach or threatened breach of this Agreement, without the necessity of proving actual damages, and not the right to an equitable accounting of all earnings, profits and other benefits arising from any such breach, which rights shall be cumulative and in lieu of, addition to any other right rights or remedy that remedies to which the Company may be available to it) to entitled. Employee agrees that in the event of any such breach, an action may be commenced for any such temporary restraining order, preliminary or permanent injunction and permanent injunctive other equitable relief from a in any court of competent jurisdiction sitting in Ireland or in any other court of competent jurisdiction. Employee hereby waives, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by law. If , any objection that Employee may now or hereafter have to such jurisdiction or to the laying of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce venue of any such covenant suit, action or proceeding brought in such court and any other jurisdictionclaim that such suit, action or proceeding has been brought in an inconvenient forum. Employee agrees that effective service of process may be made upon Employee by mail under the notice provisions of Section 14 of this Agreement. Should any provision of this Agreement be adjudged to any extent invalid by any competent tribunal, that provision shall be deemed modified to the extent necessary to make it enforceable. Company may contact any Person with or for whom Employee works after his employment by Company ends for the purpose of enforcing the Covenant-Not-To-Compete and may send that Person a copy of this Agreement.

Enforcement. Each of the Consultant and the Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which that the Company is engaged will suffer substantial and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual irreparable damages of the Company not readily ascertainable or compensable in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any of the breach of any of the Consultant’s and the Executive’s obligations under this Agreement, particularly Sections 4 and 5 hereof. Each of the Restrictive Covenants would Company and the Consultant therefore agree that the provisions of this Agreement, particularly Sections 4 and 5 shall be inadequateconstrued as an agreement independent of the other provisions of this Agreement and that the Company, in addition to any other remedies (including damages) provided by law, shall have the right to pursue the remedy to have such provisions specifically enforced by any court having equity jurisdiction thereof. Executive therefore agrees Accordingly, in addition to all of the Company’s rights and consents that if Executive commits any breach remedies under this Agreement, including but not limited to, the right to the recovery of a Restrictive Covenantmonetary damages from the Consultant and the Executive, the Company shall have be entitled, and each of the right (Consultant and the Executive hereby consent, to seek the issuance by any court of competent jurisdiction of temporary, preliminary and permanent injunctions, without bond, enjoining any such breach or threatened breach by the Consultant and the Executive. The rights and remedies set forth in this Section 9 shall be in addition to, and not in lieu of, any other right or remedy that may be rights and remedies available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond the Company under law or other security and without the necessity of proof of actual damageequity. If at any portion time any of the Restrictive Covenants is hereafter provisions of this Agreement shall be determined to be invalid or unenforceable in any respectunenforceable, such determination shall not affect by reason of being vague or unreasonable as to area, duration or scope of activity, the remainder thereof, which provisions hereof shall be given the maximum effect possible considered divisible and shall become and be fully enforcedimmediately amended to only such area, without regard to the invalid portions. In particular, without limiting the generality duration and scope of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to activity as shall be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found determined to be reasonable shall be substituted for the stated period, scope or area, and that enforceable by the court or arbitrator shall revise other body having jurisdiction over the restrictions contained herein to cover the maximum periodmatter, scope and area permitted by law. If any each of the Restrictive Covenants are determined to Consultant and the Executive agree that such provisions, as so amended, shall be wholly valid and binding as though any invalid or partially unenforceable in any jurisdiction, such determination shall provision had not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionbeen included herein.

Enforcement. Executive acknowledges and agrees that: (i) Each party shall promptly notify the purpose other of its knowledge of any actual or potential infringement of the covenants set forth in Sections 5 through 7 above Osiris Patent Rights or the Joint Patent Rights (collectively, the “Restrictive Covenants”"Patent Rights") is by a Third Party with respect to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information a Product as to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations Novartis is licensed under the Restrictive Covenants would be inadequatethis Agreement. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company Novartis shall have the right (to enforce the Patent Rights in addition to, and not the Territory in lieu of, any other right or remedy that may be available its discretion with respect to it) a Product as to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damagewhich Novartis is licensed under this Agreement. If within six (6) months following receipt of notice from Osiris, Novartis fails to take action to halt infringement, Osiris shall, in its sole discretion, have the right, at its expense, to take such action in its own name or jointly with Novartis. Each party agrees to render such reasonable assistance as the prosecuting party may request. Costs of maintaining any portion such action therefrom shall be paid by the party or parties bringing the action. Neither party shall enter into any settlement which admits or concedes that any aspect of the Restrictive Covenants Patent Rights is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect without the remainder thereof, which shall be given prior written consent of the maximum effect possible and shall be fully enforced, without regard to the invalid portionsother party. In particular, without limiting the generality of Notwithstanding the foregoing, in the event either party receives notice of a Third Party who has filed an Abbreviated NDA ("ANDA") or paper NDA with respect to a Product as to which Novartis is licensed under this Agreement containing a certification of patent invalidity or non-infringement of one or more of the Osiris Patent Rights in the United States, the notified party shall notify the other party within ten (10) days thereof. Novartis shall have the right, but not the obligation, to bring an action for infringement within twenty (20) days from the date it receives notice, or if Novartis fails to bring such action, Osiris shall, in its sole discretion, have the covenants set forth right, at its expense, to take such action in Section 7 are found its own name or jointly with Novartis. Any recovery of damages by a court or an arbitrator Novartis with respect to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable any such suit shall be substituted for applied first to satisfy the stated period, scope or area, expenses and that the court or arbitrator shall revise the restrictions contained herein legal fees of Novartis with respect to cover the maximum period, scope and area permitted by lawsuch suit. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce The balance remaining from any such covenant in recovery shall be divided between Novartis and Osiris such that Osiris receives the royalty Osiris would have received under this Agreement if such sales had been made by Novartis. With respect to any other jurisdictionsuch suit brought by Novartis, Osiris shall have the right within its sole discretion to join such suit as a plaintiff at its sole cost and expense.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillThe parties hereto agree that irreparable damage for which monetary damages, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accesseven if available, it would not be impractical and excessively difficult to determine the actual damages of the Company an adequate remedy, would occur in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s that the parties do not perform their obligations under the Restrictive Covenants would provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties to this Agreement acknowledge and agree that (a) the parties shall be inadequate. Executive therefore agrees and consents that if Executive commits any breach entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of a Restrictive Covenantthis Agreement, the Company shall have the right (in addition toincluding, without limitation, mandatory injunctions, and not to enforce specifically the terms and provisions hereof and seek such injunctive relief, without the necessity of posting a bond or other security or proof of actual damages, in lieu of, accordance with this Section 3.5 in any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement and injunctive relief (including mandatory injunctions) is an integral part of the transactions contemplated by this Agreement and without posting that right, none of the parties would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement (including mandatory injunctions) and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 3.5 shall not be required to provide any bond or other security and without in connection with any such injunction or specific performance or have the necessity burden of proof of proving actual damagedamages. If any portion Each of the Restrictive Covenants is hereafter determined parties to be invalid this Agreement consents to personal jurisdiction for any equitable action sought in the Delaware Court of Chancery or unenforceable any state or federal court in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality part of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other world having competent jurisdiction.

Enforcement. The Executive acknowledges that a breach of his covenants and agreements contained in Section 6 and 7 would cause irreparable damage to the Company Group, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, the Executive agrees that if he breaches or threatens to breach any of the covenants or agreements contained in Sections 6 and 7, in addition to any other remedy which may be available at law or in equity, the Company Group shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive and other equitable relief to prevent the breach or any threatened breach thereof without bond or other security or a showing of irreparable harm or lack of an adequate remedy at law. The Company and the Executive further acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in Section 6 and 7 to be reasonable and necessary for the protection of the interests of the Company Group, but if any such restriction or covenant shall be held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply in such jurisdiction with such deletion or modification as may be necessary to make it valid and enforceable. The Executive acknowledges and agrees that: (i) that the purpose restrictions and covenants contained in Section 6 and 7 shall be construed for all purposes to be separate and independent from any other covenant, whether in this Agreement or otherwise, and shall each be capable of being reduced in application or severed without prejudice to the other restrictions and covenants set forth or to the remaining provisions of this Agreement. The existence of any claim or cause of action by the Executive against the Company Group, whether predicated upon this Agreement or otherwise, shall not excuse the Executive’s breach of any covenant, agreement or obligation contained in Sections 5 through 6 or Section 7 above (and shall not constitute a defense to the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages enforcement by any member of the Company in the event Executive breached any Group of such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantcovenant, the Company shall have the right (in addition to, and not in lieu of, any other right agreement or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionobligation.

Enforcement. Executive acknowledges and agrees that: (ia) Each Party shall promptly provide, but in no event later than thirty (30) days, the purpose other with written notice reasonably detailing any known or alleged infringement of any of the covenants set forth in Sections 5 through 7 above (Lilly Licensed Technology. Prior to the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information expiration of the Company; (ii) because Option Period, Lilly shall have the exclusive right but not the obligation to institute and direct legal proceedings against any Third Person believed to be infringing any Lilly Licensed Technology or otherwise xxxxx such activities. After the expiration of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantOption Period, the Company shall have the exclusive right but not the obligation to institute and direct legal proceedings against any Third Person believed to be infringing any Lilly Licensed Technology or otherwise xxxxx such activities. If the Party that, pursuant to the foregoing provisions of this Section 6.2(a), has the exclusive right to institute and direct legal proceedings against any Third Person believed to be infringing any Lilly Licensed Technology or otherwise xxxxx such activities does not xxxxx such violation of intellectual property rights, including by commencement of a lawsuit against the accused Third Person if necessary, within ninety (90) days after receiving notice or otherwise becoming aware of such infringement, then the other Party shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx such violation in addition tothe Territory, including commencement of a lawsuit against the accused Third Party if necessary. Notwithstanding the foregoing, the Parties shall consult in advance regarding any action pursuant to this Section 6.2(a) and, after the expiration of the Option Period if Lilly has not exercised the Option, Lilly shall not undertake any * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. enforcement action pursuant to this Section 6.2(a) without the prior approval of the Company, not to be unreasonably withheld. The primary objective of any patent enforcement action shall be to preserve exclusivity for the Product and uses thereof in the Major Markets. Other objectives shall be subservient to this primary objective. All amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court remainder of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which recovery shall be given shared by the maximum effect possible Parties as follows: (i) in the case of an enforcement action under this Section 6.2(a) controlled by Xxxxx, Xxxxx shall retain [ ]* of such remainder and [ ]* of such remainder shall be paid to the Company; and (ii) in the case of an enforcement action under this Section 6.2(a) controlled by Company, Company shall retain such remainder, provided that any remainder retained by Company shall be treated as Net Sales and shall be fully enforced, without regard subject to Company’s royalty payment obligations at the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth applicable rate specified in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction3.1.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants in this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that any Shares purchased by the Participant pursuant to this Agreement shall be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar subject to or in any way diminish repurchase by the Company’s right , in its sole discretion, at a price equal to enforce any the lesser of the Exercise Price and the Fair Market Value of the Shares at the time of repurchase. In the event that the Participant sold the Shares purchased by the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such covenant in any other jurisdictionpayment, the positive difference, if any, between the price at which the Participant sold the Shares and the amount at which the Company could have repurchased the Shares pursuant to the preceding sentence.

Enforcement. Executive acknowledges agrees that all restrictions and agrees that: (i) ----------- agreements contained in this Section 7, including, without limitation, those relating to duration and restricted territory, are necessary and fundamental to the purpose protection of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information business of the Company; (ii) because of , and are reasonable and valid, and all defenses to the nature of strict enforcement thereof by Executive are hereby waived. Executive agrees that the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies remedy at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would this Agreement will be inadequate, and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, Executive therefore agrees and consents that if Executive commits any upon breach of a Restrictive Covenantthis Section 7, the Company shall have be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened further breach. Nothing in this Agreement shall be deemed to limit the right (Company's remedies at law or in addition to, and not in lieu of, equity for any other right or remedy breach by Executive of any of the provisions of this Agreement that may be pursued or availed of by the Company. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it) to temporary and permanent injunctive relief it for such breach or threatened breach, including the recovery of damages from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damageExecutive. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise Although the restrictions contained herein in Sections 7.1 and 7.2 are considered by the parties to cover be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void or unenforceable for whatever reason, but would be valid if part of the wording thereof were deleted, or the period thereof reduced or the area dealt with thereby reduced in scope, the restrictions contained in Sections 7.1 and 7.2 shall be enforced to the maximum period, scope and area extent permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions. If any Notwithstanding that the Executive's employment hereunder may be terminated as provided in Section 8, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of the Restrictive Covenants are determined to be wholly or partially unenforceable Executive contained in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionthis Section 7.

Enforcement. Executive acknowledges and Employee agrees that: (i) that the purpose of Company has a legitimate business interest to protect justifying the covenants set forth in Sections 5 through 7 above 8, 9 and 10. Such legitimate business interests include: (the “Restrictive Covenants”i) is to protect the goodwilltrade secrets, trade secrets and other confidential information of the Company; (ii) because valuable Confidential Information that does not otherwise qualify as a trade secret, (iii) substantial relationships with prospective or existing Customers, (iv) Customer goodwill, and (v) preservation of the nature of the business in brands with which the Company is engaged and because of the nature of the Confidential Information to which Executive Employee has access, it would be impractical and excessively difficult to determine the actual damages operated. For purposes of the Company obtaining specific performance and/or injunctive relief, Employee acknowledges that irreparable injuries shall be presumed in the event Executive breached any such covenants; that Employee violates Employee’s covenants herein contained. Because Employee’s services are unique and (iii) remedies at law (such as monetary damages) because Employee has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of Executive’s obligations under this Agreement. Therefore, in the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any event of a breach or threatened breach of a Restrictive CovenantSections 8, 9 or 10 of this Agreement, the Company shall have the right (and its successors or assigns may, in addition toto other rights and remedies existing in their favor at law or in equity, and not apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in lieu order to enforce, or prevent any violations of, the provisions in Sections 8, 9 or 10 hereof. In addition to the foregoing, if any other right or remedy action should have to be brought by the Company against Employee to enforce the provisions of this Agreement, Employee recognizes, acknowledges and agrees that the Company may be available to itentitled (without limitation) to temporary (a) preliminary and permanent injunctive relief restraining Employee from a court unauthorized disclosure or use of competent jurisdictionany trade secret or Confidential Information, without posting in whole or in part, or otherwise violating any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the restrictive covenants set forth herein, and (b) actual damages. Nothing in Section 7 are found by a court or an arbitrator to this Agreement shall be unreasonable, Executive and construed as prohibiting the Company from pursuing any other legal or equity remedies available for breach or threatened breach to the provisions of this Agreement or the Severance Agreement which may otherwise be available. In the event of an alleged breach or violation by Employee of Sections 8, 9 or 10 of this Agreement, the parties agree that the maximum periodcourt, scope or geographical area that is found to be reasonable shall be substituted for in its discretion, may toll the stated period, scope or area, and that Restricted Period during the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any period of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionbreach.

Enforcement. Executive acknowledges The parties acknowledge that the type and agrees that: (i) periods of restriction imposed in the purpose provisions of Section 7 above are fair and reasonable and are reasonably required for the protection of the covenants set forth in Sections 5 through 7 above (legitimate interests of the “Restrictive Covenants”) is to protect Company and the goodwillconfidential information, trade secrets proprietary property and other confidential information goodwill associated with the business of the Company; (ii) because and that the time, scope, geographic area, line of business and other provisions of this Section 7 have been specifically negotiated by sophisticated parties and are given as an integral part of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accesstransactions contemplated by this Agreement, it would be impractical being understood that the customers and excessively difficult to determine the actual damages Business Associates of the Company may be located anywhere in the event Executive breached any world and accordingly it is reasonable that the restrictive covenants set forth herein are not limited by narrow geographic area but generally by the location of such covenants; potential customers and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damageBusiness Associates. If any portion of the Restrictive Covenants covenants in Section 7 above, or any part thereof: is hereafter determined construed to be invalid or unenforceable in any respectunenforceable, such determination the same shall not affect the remainder thereofof the covenant or covenants, which shall be given the maximum effect possible and shall be fully enforcedfull effect, without regard to the invalid portions. In particularthe event that any covenant contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, without limiting it shall be interpreted to extend only over the generality maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The temporal duration of any the covenants contained in this Section 7 shall not expire, and shall be tolled, during any period that the Executive is in violation of any such covenant, and all such covenants shall automatically be extended by the period of the foregoing, if Executive's violation thereof. The existence of any claim or cause of action which the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and may have against the Company agree that shall not constitute a defense or bar to the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If enforcement of any of the Restrictive Covenants are determined to provisions of this Agreement and shall be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish pursued through separate court action by the Company’s right to enforce any such covenant in any other jurisdictionExecutive.

Enforcement. Executive Employee acknowledges and agrees that: (i) the purpose of the covenants set forth restrictions contained in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillthis Agreement are, trade secrets and other confidential information of the Company; (ii) because in view of the nature of the business in which of Company, reasonable and necessary to protect the Company is engaged and because legitimate interests of the nature Company, and that any breach, violation or default by Employee of any of such restrictions, including the Confidential Information representations, covenants, duties or obligations imposed upon Employee pursuant to this Agreement, shall cause Company immediate and irreparable harm for which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) Company’s remedies at law (such as monetary money damages) for any breach of Executive’s obligations under the Restrictive Covenants would will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (right, in addition to, and not in lieu of, to any other right or remedy that rights it may be available have, to it) to obtain injunctive relief, including a temporary restraining order and a preliminary and permanent injunctive relief from a court injunction, to restrain any breach or threatened breach of competent jurisdictionthis Agreement, without posting any bond or other security and without the necessity of proof proving actual damages, and the right to an equitable accounting of actual damageall earnings, profits and other benefits arising from any such breach, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. If Employee agrees that in the event of any portion of the Restrictive Covenants is hereafter determined to such breach, an action may be invalid commenced for any such temporary restraining order, preliminary or unenforceable permanent injunction and other equitable relief in any respectcourt of competent jurisdiction sitting in England or Wales. Employee hereby waives, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by law. If , any objection that Employee may now or hereafter have to such jurisdiction or to the laying of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce venue of any such covenant suit, action or proceeding brought in such court and any other jurisdictionclaim that such suit, action or proceeding has been brought in an inconvenient forum. Employee agrees that effective service of process may be made upon Employee by mail under the notice provisions of Section 14 of this Agreement. Should any provision of this Agreement be adjudged to any extent invalid by any competent tribunal, that provision shall be deemed modified to the extent necessary to make it enforceable. Company may contact any Person with or for whom Employee works after his/her employment by Company ends for the purpose of enforcing the Covenant-Not-To-Compete and may send that Person a copy of this Agreement.

Enforcement. Executive acknowledges The Company has entered into this Agreement and agrees that: (i) assumed the purpose of obligations imposed on the covenants set forth Company hereby in Sections 5 through 7 above (order to induce the “Restrictive Covenants”) is Indemnitee to protect act as a director or officer, as the goodwillcase may be, trade secrets and other confidential information of the Company; (ii) because of , and acknowledge that the nature of Indemnitee is relying upon this Agreement in continuing in such capacity. It is the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages intent of the Company in that the event Executive breached any such covenants; Indemnitee not be required to incur legal fees and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and without expense thereof would substantially detract from the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined benefits intended to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard extended to the invalid portionsIndemnitee hereunder. In particularAccordingly, without limiting the generality or effect of any other provision hereof, if it should appear to the Indemnitee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent the Indemnitee in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Indemnitee agree that a confidential relationship shall exist between the Indemnitee and such counsel. Without respect to whether the Indemnitee prevails, in whole or in part, in connection with any of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If Indemnitee in connection with any of the Restrictive Covenants are determined foregoing. The Indemnitee shall be entitled to be wholly the advancement of Indemnified Amounts to the full extent contemplated by Section 3 hereof in connection with such action or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionproceeding.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach, or threatened breach in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to seek specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants in this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that any Shares purchased by the Participant pursuant to this Agreement within two (2) years of such breach (or, solely with respect to a breach of Section 6(c) hereof, any Shares purchased pursuant to this Agreement whatsoever) shall be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar subject to or in any way diminish repurchase by the Company’s right , in its sole discretion, at a price equal to enforce the lesser of the Exercise Price and the fair market value (calculated using the last reported sale price of the common stock of the Company on the New York Stock Exchange (or if not then traded on such exchange, on the principal national securities exchange in the United States on which it is then traded) on the trading date immediately prior to such vesting date) of the Shares at the time of repurchase. In the event that the Participant sold any Shares purchased by the Participant that are subject to repurchase pursuant to the preceding sentence, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such covenant in any other jurisdictionpayment, the positive difference, if any, between the price at which the Participant sold the Shares and the amount at which the Company could have repurchased the Shares pursuant to the preceding sentence.

Enforcement. Executive acknowledges The necessity of protection against competition from Employee and agrees that: the nature and scope of such protection has been carefully considered by the parties hereto. The parties agree and acknowledge that the duration, scope and geographic areas applicable to the covenants not to compete and not to solicit described in this Agreement are fair, reasonable and necessary, that adequate compensation (iin the form of Employees continued employment by E ENERGY under the terms of this Agreement) has been received by Employee for such obligations, and that these obligations (including specifically the purpose obligations of Employee under Sections 9 and 10 of this Agreement, which the parties expressly agree survive the termination of this Agreement) do not prevent Employee from earning a livelihood, however, any court determines that any of the covenants set forth in Sections 5 through 7 above (restrictions imposed on Employee under this Agreement are not completely enforceable because they are not reasonable, the “Restrictive Covenants”) is parties hereby give the court the right and power to protect the goodwillinterpret, trade secrets and other confidential information alter, amend, or modify any or all of the Company; (ii) because terms contained herein to include as much of the nature of the business in which the Company is engaged scope, time period and because of the nature of the Confidential Information to which Executive has access, it would be impractical geographic area as will render such restrictions reasonable and excessively difficult to determine the actual damages of the Company enforceable. Employee agrees that in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantbreach or violation or attempted breach or violation of any or all of the Sections 9 and 10 above, the Company said provisions wxxx cause irreparable harm to E ENERGY and for that reason Employee further agrees that E ENERGY shall have the right (in addition tobe entitled as a matter of right, and not in lieu of, any other right or remedy that may be available to it) to both temporary and permanent injunctive relief from a any court of competent jurisdiction, without posting any bond restraining further violation of such covenants by the Employee, his employer, employees, partners, or other security agents. Employee further agrees to pay E ENERGY’S reasonable costs and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respectexpenses, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoingincluding reasonable attorney fees, if the covenants set forth in Section 7 are found E ENERGY brings an action and substantially prevails for breach of this Agreement by a court or Employee. E ENERGY agrees to pay Employee’s reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted action for the stated period, scope or areabreach of this Agreement by Employee, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionEmployee substantially prevails.

Enforcement. Executive acknowledges The necessity of protection against competition from Employee and agrees that: the nature and scope of such protection has been carefully considered by the parties hereto. The parties agree and acknowledge that the duration, scope and geographic areas applicable to the covenants not to compete and not to solicit described in this Agreement are fair, reasonable and necessary, that adequate compensation (iin the form of Employees continued employment by E ENERGY under the terms of this Agreement) has been received by Employee for such obligations, and that these obligations (including specifically the purpose obligations of Employee under Sections 9 and 10 of this Agreement, which the parties expressly agree survive the termination of this Agreement) do not prevent Employee from earning a livelihood, however, any court determines that any of the covenants set forth in Sections 5 through 7 above (restrictions imposed on Employee under this Agreement are not completely enforceable because they are not reasonable, the “Restrictive Covenants”) is parties hereby give the court the right and power to protect the goodwillinterpret, trade secrets and other confidential information alter, amend, or modify any or all of the Company; (ii) because terms contained herein to include as much of the nature of the business in which the Company is engaged scope, time period and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company geographic area as will render such restrictions reasonable arid enforceable. Employee agrees that in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantbreach or violation or attempted breach or violation of any or all of the Sections 9 and 10 above, the Company said provisions wxxx cause irreparable harm to E ENERGY and for that reason Employee further agrees that E ENERGY shall have the right (in addition tobe entitled as a matter of right, and not in lieu of, any other right or remedy that may be available to it) to both temporary and permanent injunctive relief from a any court of competent jurisdiction, without posting any bond restraining further violation of such covenants by the Employee, his employer, employees, partners, or other security agents. Employee further agrees to pay E ENERGY’S reasonable costs and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respectexpenses, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoingincluding reasonable attorney fees, if the covenants set forth in Section 7 are found E ENERGY brings an action and substantially prevails for breach of this Agreement by a court or Employee. E ENERGY agrees to pay Employee’s reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted action for the stated period, scope or areabreach of this Agreement by Employee, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionEmployee substantially prevails.

Enforcement. Executive Employee acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 4 through 7 6 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive Employee has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive Employee breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of ExecutiveEmployee’s obligations under the Restrictive Covenants would be inadequate. Executive Employee therefore agrees and consents that if Executive Employee commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 this Agreement are found by a court or an arbitrator to be unreasonable, Executive Employee and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. The Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information. The Executive agrees that: (i) , before providing services, whether as an employee or consultant, to any entity during the purpose period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that she will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise Executive will reimburse the restrictions contained herein Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to cover the maximum period, scope and area permitted by law. If enforce any of the Restrictive Covenants are determined to be wholly provisions of this Agreement if the Executive challenges the reasonableness or partially unenforceable in enforceability of any jurisdiction, such determination shall not be a bar to or in any way diminish of the Company’s provisions of this Agreement. It is also agreed that each of the Employer Affiliates will have the right to enforce any such covenant in any other jurisdictionall of the Executive’s obligations to that affiliate under this Agreement.

Enforcement. Executive acknowledges Materia and agrees that: (i) Renegade each agree to notify the purpose other of any material infringement of the covenants Materia Patent Rights in the Field that infringe the rights granted to Renegade in Section 2.1 (“Renegade Product Rights”) of which it becomes aware (provided that neither party shall have any affirmative duty to undertake any investigation to learn of any infringement), and shall confer to discuss in good faith an appropriate course of action to enforce the Renegade Product Rights. Materia shall have the sole right (but not the obligation) to enforce the Renegade Product Rights, or to defend any declaratory judgment action with respect thereto, at its expense, and any recovery by Materia received as a result of any such claim, suit or proceeding shall be retained by Materia; provided, however, that if Materia does bring such action, Renegade at its option may elect to join in any such action at Renegade’s expense, and the parties shall agree on a reasonable allocation of any damages recovered pursuant to such action to reflect any lost sales or other injury to Renegade arising from the infringement of the Renegade Product Rights. Materia agrees that if it grants any license to an alleged infringer of the Renegade Product Rights (a “Settlement License”) on financial terms that, in their totality, are more favorable than those set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillArticle III of this Agreement, trade secrets and other confidential information then Materia shall promptly notify Renegade of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accesssuch financial terms. Upon written notice from Renegade, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which this Agreement shall be given deemed amended by substituting the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants same financial terms set forth in Section 7 are found by a court or an arbitrator to be unreasonablethe Settlement License for those set forth in Article III of this Agreement. For purposes of clarity, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areaany cross-license in which Materia obtains, and that the court or arbitrator shall revise the restrictions contained herein sublicenses to cover the maximum periodRenegade, scope a royalty-free license under all of an alleged infringer’s patents to make, use, sell, offer for sale and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination import Products shall not be a bar Settlement License. Nothing contained in this Agreement shall be construed as an obligation upon Materia to institute any suit or in action or to defend any way diminish suit or action regarding infringement or validity of the Company’s right to enforce any such covenant in Materia Patent Rights or any other jurisdictionintellectual property right.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges and Grantee hereby agrees that: (i) the purpose of that the covenants set forth in this Section 15 are reasonable with respect to their scope, duration, and geographical area. Grantee further agrees and acknowledges that the restrictions contained in Section 15 do not and would not unreasonably impose limitations on Grantee’s ability to earn a living. If any court or other tribunal determines that any term or provision of Sections 5 through 7 above 15 is overbroad or otherwise invalid or unenforceable, Grantee and Entergy hereby agree that such court or tribunal shall have the power and obligation to narrow or otherwise reform the unenforceable term or provision, including to delete, replace, or add specific words or phrases, but only to the narrowest extent necessary to render the provision valid and enforceable (provided that in no event shall the “Restrictive Covenants”length of any restrictive covenant or its scope be extended or expanded), and this Agreement shall be fully enforceable as so modified. Grantee’s agreement to the restrictions provided for in this Agreement and Entergy’s agreement to grant the Award are mutually dependent consideration. Therefore, notwithstanding any other provision to the contrary in this Agreement, if (i) the enforceability of any material restriction applicable to Grantee as provided for in this Section 15 is to protect the goodwill, trade secrets challenged and found unenforceable by a court or other confidential information of the Company; tribunal or (ii) because Grantee breaches any of the nature provisions of Section 15, then Entergy shall have the right to terminate this Agreement and recover from Grantee all Shares paid to Grantee pursuant to this Agreement and, if Grantee has sold, transferred, or otherwise disposed of any Shares received in respect of the business in Restricted Units, an amount equal to the aggregate Fair Market Value of such Shares on the date on which such Common Stock was paid to Grantee pursuant to this Agreement. This provision shall be construed as a return of consideration or ill-gotten gains due to the Company is engaged failure of Grantee’s promises and because of consideration under the nature of the Confidential Information to which Executive has accessAgreement, it would be impractical and excessively difficult to determine the actual not as a liquidated damages of the Company clause. In addition, in the event Executive breached of Entergy’s termination of this Agreement, Grantee shall immediately forfeit all unvested Restricted Units and all vested and unpaid Restricted Units. Grantee further hereby agrees that, in the event of a breach by Grantee of any of the provisions of Sections 15(a), (b), (c) (d) or (e), monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such covenants; breach or threatened breach, Entergy or a System Company may, in addition to and (iii) without prejudice to other rights and remedies at law (such as monetary damages) existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach violations of Executive’s obligations under the Restrictive Covenants provisions hereof, in each case without the requirement of posting a bond or proving actual damages and without having to demonstrate that money damages would be inadequate. Executive therefore agrees Grantee acknowledges (i) that Grantee has carefully read this Agreement and consents that if Executive commits any breach of a Restrictive Covenant, has given careful consideration to the Company shall have the right (in addition torestraints imposed upon Grantee by this Agreement, and not Grantee is in lieu of, any other right or remedy that may be available full accord as to it) to temporary their necessity for the reasonable and permanent injunctive relief from a court proper protection of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion Confidential Information of the Restrictive Covenants System Companies and their relationships with customers, suppliers and other business partners and (ii) that Grantee is hereafter determined informed in writing hereby that Grantee has a right to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible advice of legal counsel and shall be fully enforced, without should consult with an attorney of Grantee’s choice with regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise the restrictions contained herein Grantee has been provided ample opportunity to cover the maximum period, scope seek out and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, consult with such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictioncounsel.

Enforcement. The Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates may be impossible to ascertain, monetary damages may not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to seek to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that: (i) , before providing services, whether as an employee or consultant, to any entity during the purpose period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Section 7 of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that he will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise Executive will reimburse the restrictions contained herein Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to cover the maximum period, scope and area permitted by law. If enforce any of the Restrictive Covenants are determined to be wholly provisions of this Agreement if the Executive challenges the reasonableness or partially unenforceable in enforceability of any jurisdiction, such determination shall not be a bar to or in any way diminish of the Company’s provisions of this Agreement. It is also agreed that each of the Employer Affiliates will have the right to enforce any such covenant in any other jurisdictionall of the Executive’s obligations to that affiliate under this Agreement.

Enforcement. Executive acknowledges You acknowledge and agrees that: agree that the Company has advised you to seek independent legal counsel with respect to your rights and obligations under this Agreement, and has agreed to pay for your reasonable attorneys’ fees and costs associated with same up to limit set forth in Section 11.4. You agree and acknowledge that the restrictions contained in Sections 7 and 8 do not preclude you from earning a livelihood, nor do they unreasonably impose limitations on your ability to earn a living. You further acknowledge (i) that the purpose business of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) Company is to protect the goodwilland will be conducted throughout North America, trade secrets Europe and other confidential information of jurisdictions where the Company; Company conducts business during the Employment Period, (ii) because notwithstanding the state of the nature organization or principal office of the Employer or any Subsidiary, or any of their respective executives or employees (including you), it is expected that Employer will have business in which activities and have valuable business relationships within its industry throughout North America, Europe and other jurisdictions where the Company is engaged and because its Subsidiaries conduct business during the Employment Period in furtherance of the nature of the Confidential Information to which Executive has access, it would be impractical Employer’s business and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenantsits relationships; and (iii) remedies at law (that in your capacity as CEO, you have direct or indirect responsibility and management oversight for each such geographic region on behalf of the Company. You agree and acknowledge that the potential harm to the Employer of the non-enforcement of Sections 7 and 8 outweighs any potential harm to you of its enforcement by injunction or otherwise. You acknowledge that you have carefully read this Agreement and have given careful consideration to the restraints imposed on you by this Agreement, and you are in full accord as monetary damages) to their necessity for the reasonable and proper protection of confidential and proprietary information of Employer now existing or to be developed in the future. You expressly acknowledge and agree that each and every restraint imposed by this agreement is reasonable with respect to subject matter, time period and geographical area. In the event you breach any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantprovision hereof, the Company shall have be entitled to entry of an injunction prohibiting the right (same, in addition to, and not in lieu of, to any other right remedy or remedy relief that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond the Company at law or other security and without the necessity of proof of actual damagein equity. If you breach any portion of provision herein, the Restrictive Covenants is hereafter determined time periods relating to be invalid or unenforceable the restrictions in any respect, such determination shall not affect the remainder thereof, which Sections 7 and 8 above shall be given the maximum effect possible and shall be fully enforced, without regard extended for a period of time equal to the invalid portions. In particular, without limiting the generality that period of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants time during which you are determined to be wholly or partially unenforceable in breach. If litigation is initiated with respect to this Agreement, the prevailing party shall be entitled to recover any jurisdictionreasonable attorneys’ fees and costs incurred in such litigation, such determination shall not be a bar to or in any way diminish the Company’s right to enforce including any such covenant in any other jurisdictioncosts and fees upon appeal.

Enforcement. Executive acknowledges and Each party agrees that: (i) to reasonably promptly notify the purpose other party in writing of any infringement, dilution or violation of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company Trademarks in the event Executive breached Sales Territory by any third party of which such covenants; party becomes aware (collectively, “Violation”). Licensor will, at its sole cost and (iii) remedies at law (expense, promptly take all action the parties mutually deem necessary to xxxxx such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damageViolation. If any portion such Violation is not completely abated to the parties’ mutual satisfaction within ninety (90) days after Licensor first becomes aware of such Violation, Licensor will, if mutually agreed upon by the parties in their reasonable business judgment, promptly commence, and diligently prosecute, litigation or other appropriate legal proceeding against such third party engaged in such Violation (or reasonably suspected to be engaged in such Violation). As between the parties, Licensor will control the prosecution of any such litigation or proceeding unless otherwise mutually agreed upon by the parties in writing, provided that Licensor will regularly confer with Licensee regarding, and keep Licensee apprised of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respectcurrent status of, such determination prosecution and will in good faith consider the comments, suggestions and other input of Licensee and/or its counsel with respect to such prosecution. If Licensor controls such prosecution, the parties agree that Licensee may, at its own expense, retain its own legal counsel to monitor such prosecution. Licensee agrees to reasonably cooperate with Licensor, at Licensor’s expense, in connection with any such litigation or proceeding (including, without limitation, by providing documents and information as may be necessary or helpful in connection therewith). In the event Licensor is awarded any damages or receives any settlement amounts in connection with any such litigation or proceeding, such damages or settlement amounts, as the case may be, shall not affect first be distributed to the remainder thereofparties to reimburse each party for the out-of-pocket costs and expenses incurred by such party in connection with such litigation or proceeding (in the case of Licensee, which including, without limitation, the expenses incurred by Licensee to retain its own legal counsel to monitor the prosecution of such litigation or proceeding), and any such damages or settlement amounts, as the case may be, remaining thereafter shall be given distributed equally between the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionparties.

Enforcement. Executive acknowledges and agrees that: Any right to indemnification, advancement of Expenses or the exercise of other rights granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the purpose claim for indemnification or advancement of the covenants set forth Expenses is denied, in Sections 5 through 7 above (the “Restrictive Covenants”) whole or in part, or Indemnitee’s exercise of his or her rights is to protect the goodwilldisputed, trade secrets and other confidential information of the Company; in whole or in part, or (ii) no decision on such claim is made within the applicable time period set forth herein. Indemnitee, in such enforcement action, shall also be entitled to be paid all Expenses associated with enforcing his or her claim or exercise of rights, unless as a part of such enforcement action, the court of competent jurisdiction determines that the action was instituted in bad faith or was frivolous or it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Bylaws or the GCL with respect to the underlying claim or claims. It shall be a defense to any action for which a claim for indemnification is made under Section 3 hereof (other than an action brought to enforce a claim for Expenses made under Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants limitations set forth in Section 7 are found 10 hereof. Neither the failure of the Company (including the Board or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper under the circumstances, nor an actual determination by the Company (including the Board, its stockholders, or otherwise under Section 9(d)) that such indemnification is improper shall be a court defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. In addition, in the event of an arbitrator action instituted by or in the name of the Company or a Subsidiary or Affiliate of the Company to enforce or interpret the terms of this Agreement, Indemnitee shall be entitled to be unreasonablepaid all Expenses incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action and including any appeal), Executive and unless as a part of such action, the court of competent jurisdiction determines that Indemnitee’s defenses to such action were made in bad faith or were frivolous or it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company agree that under the maximum periodprovisions of this Agreement, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right Bylaws or the GCL with respect to enforce any the underlying claims or claims. The Board, may in its sole discretion, provide by resolution for payment of such covenant in any other jurisdictionExpenses to Indemnitee even if the Board is not certain that Indemnitee is or will be entitled to the payment of his or her Expenses under the provisions of this Section 7.

Enforcement. The Executive acknowledges and agrees that: (i) that the purpose Company's remedies at law for a breach or threatened breach of any of the covenants set forth in provisions of Sections 5 through 7 above 10(a), (the “Restrictive Covenants”b), (c), (d) is to protect the goodwill, trade secrets and other confidential information of the Company; (iie) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it herein would be impractical and excessively difficult to determine inadequate and, in recognition of this fact, the actual damages of the Company Executive agrees that, in the event Executive breached of such a breach or threatened breach, in addition to any such covenants; and (iii) remedies at law (such as monetary damages) for law, the Company, without posting any breach bond, shall be entitled to obtain equitable relief in the form of Executive’s obligations under the Restrictive Covenants would specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be inadequateavailable. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantIn addition, the Company shall have be entitled to immediately cease paying any amounts remaining due or providing any benefits to the right Executive pursuant to Section 8 upon a good faith determination by the Board that the Executive has violated any provision of Section 9. The Executive understands that the provisions of Sections 10(a) and 10(b) may limit his ability to earn a livelihood in a business similar to the Business but he nevertheless agrees and hereby acknowledges that (in addition toi) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in Sections 10(a) and 10(b). In consideration of the foregoing and in light of Executive's education, skills and abilities, Executive agrees that he shall not in lieu ofassert that, and it should not be considered that, any other right provisions of Sections 10(a) and 10(b) otherwise are void, voidable or remedy unenforceable or should be voided or held unenforceable. It is expressly understood and agreed that may be available to italthough Executive and the Company consider the restrictions contained in Sections 10(a) and 10(b) to temporary and permanent injunctive relief from be reasonable, if a judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, without posting any bond the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined indicate to be invalid or unenforceable enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in any respectthis Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such determination finding shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality enforceability of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.restrictions contained herein

Enforcement. Executive Yew acknowledges that the provisions of Sections 11 and 9 hereof are essential to the goodwill and potential profitability of the Corporation and have provided a substantial inducement for the Corporation and Purchaser to execute, and perform their obligations under this Stock Sale Agreement and that the application thereof will not involve a substantial hardship upon his future business or livelihood. Yew agrees that: (i) the purpose that a violation of the covenants set forth in Sections 5 through 7 above (8 or 9 hereof, or any provision thereof, will cause irreparable injury to the “Restrictive Covenants”) is Corporation and the Corporation shall be entitled, in addition to protect the goodwillany other rights and remedies it may have, trade secrets at law or in equity, to an injunction enjoining and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information restraining Yew from doing or continuing to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached do any such covenants; act and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right violations or remedy that may be available to it) to temporary and permanent injunctive relief from a court threatened violations of competent jurisdiction, without posting any bond such covenants or other security and without the necessity of proof of actual damageprovisions. If any portion provision of the Restrictive Covenants is hereafter determined Sections 11 and 12 hereof as applied to any circumstance shall be adjudged by a court to be invalid or unenforceable unenforceable, the same shall in no way affect any other provisions of Sections 11 or 12; the application of such provision in any respectother circumstances or the validity or enforceability of Sections 11 or 12 in any other jurisdiction. If any provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, Yew agrees that the court making such determination shall have the power to reduce the duration or area, or both, of such provision or to delete specific words or phrases (“blue-penciling”) and in its reduced or blue-penciled form such provision shall then be enforceable and shall be enforced. Yew intends to, and does hereby, confer jurisdiction to enforce the covenants contained herein upon the courts of any state of the United States or any other governmental jurisdiction within the geographical scope of such covenants. If the courts of any one or more of such states or jurisdictions shall hold such covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish affect the Company’s Corporation’ right to enforce the relief provided above in the courts of any state or jurisdiction within the geographical scope of such covenant covenants, as to breaches of such covenants in any such other jurisdictionrespective states or jurisdictions, the above covenants as they relate to each state or jurisdiction being, for this purpose, severable into diverse and independent covenants.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged Because your services are unique and because of the nature of the you have access to Confidential Information to which Executive has accessand Intellectual Property, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies you agree that a remedy at law (such as monetary damages) for any breach or threatened breach of Executive’s obligations under the Restrictive Covenants provisions of this Section 6 would be inadequate. Executive therefore agrees and consents inadequate and, therefore, you agree that if Executive commits any breach member of a Restrictive Covenantthe Oaktree Group shall be entitled to injunctive relief, the Company shall have the right (in addition to, and not in lieu of, to any other right available rights and remedies in case of any such breach or remedy threatened breach; provided that may nothing contained herein shall be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting construed as prohibiting any bond or other security and without the necessity of proof of actual damage. If any portion member of the Restrictive Covenants is hereafter determined to be invalid Oaktree Group from pursuing any other rights and remedies available for any such breach or unenforceable in threatened breach. If, at the time of enforcement of any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoingparagraphs of this Section 6, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonableshall hold that the duration, Executive and scope or area restrictions stated herein are unreasonable under the Company circumstances then existing, the parties agree that the maximum periodduration, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated periodduration, scope or area, and that the court or arbitrator arbitrator, as the case may be, shall be allowed to construe or revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If You expressly acknowledge and agree that (i) you have carefully read this Agreement and have given careful consideration to the restraints imposed upon you by this Section 6; (ii) you are in full accord as to their necessity; (iii) the rights and remedies under this Section 6 shall be in addition to any other rights and remedies of any member of the Restrictive Covenants Oaktree Group; and (iv) the provisions of this Section 6 are determined an essential inducement to be wholly Oaktree to enter into this Agreement. For the avoidance of doubt, your obligations under this Section 6 are in addition to, and do not qualify or partially unenforceable in relieve you of any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in obligation you may have under any other jurisdictionagreement you may have with any other member of the Oaktree Group.

Enforcement. Executive acknowledges The necessity of protection against competition from Employee and agrees that: the nature and scope of such protection has been carefully considered by the parties hereto. The parties agree and acknowledge that the duration, scope and geographic areas applicable to the covenants pot to compete and not to solicit described in this Agreement are fair, reasonable and necessary, that adequate compensation (iin the form of Employees continued employment by E ENERGY under the terms of this Agreement) has been received by Employee for such obligations, and that these obligations (including specifically the purpose obligations of Employee under Sections 9 and 10 of this Agreement, which the parties expressly agree survive the termination of this Agreement) do not prevent Employee from earning a livelihood. If however, any court determines that any of the covenants set forth in Sections 5 through 7 above (restrictions imposed on Employee under this Agreement are not completely enforceable because they arc not reasonable, the “Restrictive Covenants”) is parties hereby give the court the right and power to protect the goodwillinterpret, trade secrets and other confidential information alter, amend or modify any or all of the Company; (ii) because terms contained herein to include as much of the nature of the business in which the Company is engaged scope, time period and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company geographic area as will render such restrictions reasonable arid enforceable. Employee agrees that in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantbreach or violation or attempted breach or violation of any or all of the Sections 9 and 10 above, the Company said provisions wxxx cause irreparable harm to E ENERGY and for that reason Employee further agrees that E ENERGY shall have the right (in addition tobe entitled as a matter of right, and not in lieu of, any other right or remedy that may be available to it) to both temporary and permanent injunctive relief from a any court of competent jurisdiction, without posting any bond restraining further violation of such covenants by the Employee, his employer, employees, partners, or other security agents. Employee further agrees to pay E ENERGY’S reasonable costs and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respectexpenses, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoingincluding reasonable attorney fees, if the covenants set forth in Section 7 are found E ENERGY brings an action and substantially prevails for breach of this Agreement by a court or Employee. E ENERGY agrees to pay Employee’s reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted action for the stated period, scope or areabreach of this Agreement by Employee, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionEmployee substantially prevails.

Enforcement. The Executive acknowledges that a breach of his covenants and agreements contained in Sections 6 and 7 would cause irreparable damage to the Company and its subsidiaries and affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, the Executive agrees that if he breaches or threatens to breach any of the covenants or agreements contained in Sections 6 and 7, in addition to any other remedy which may be available at law or in equity, the Company and its subsidiaries and affiliates shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive and other equitable relief to prevent the breach or any threatened breach thereof without bond or other security or a showing of irreparable harm or lack of an adequate remedy at law. Additionally, upon a material breach by Executive of Section 6 or Section 7, the unvested Restricted Stock (and any other stock-based awards held by the Executive) shall be automatically canceled and forfeited without any further action. The Company and the Executive further acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in Sections 6 and 7 to be reasonable and necessary for the protection of the interests of the Company and its subsidiaries and affiliates, but if any such restriction or covenant shall be held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply in such jurisdiction with such deletion or modification as may be necessary to make it valid and enforceable. The Executive acknowledges and agrees that: (i) that the purpose of the restrictions and covenants set forth contained in Sections 5 through 6 and 7 above (shall be construed for all purposes to be separate and independent from any other covenant, whether in this Agreement or otherwise, and shall each be capable of being reduced in application or severed without prejudice to the “Restrictive Covenants”) is other restrictions and covenants or to protect the goodwill, trade secrets and other confidential information remaining provisions of this Agreement. The existence of any claim or cause of action by the Company; (ii) because of the nature of the business in which Executive against the Company is engaged or any of its subsidiaries and because affiliates, whether predicated upon this Agreement or otherwise, shall not excuse the Executive’s breach of any covenant, agreement or obligation contained in Section 6 or Section 7 and shall not constitute a defense to the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of enforcement by the Company in the event Executive breached or any of its subsidiaries of such covenantscovenant, agreement or obligation; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents provided, however, that if upon termination of this Agreement by the Company without “Cause” or by Executive commits any breach of a Restrictive Covenantfor “Good Reason”, the Company shall have the right (in addition todefaults on any obligation to pay Executive any amount due and owing Executive under Section 5(j)(ii)(1) or Section 5(j)(ii)(5), and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination then Executive shall not affect be required to comply with the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants undertakings set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive 7(a) and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionSection 7(b).

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach, or any threatened breach in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to seek specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants restrictive covenants in this Agreement by the Participant, the Participant agrees that any vested shares of Restricted Stock issued by the Company to the Participant pursuant to this Agreement within two (2) years of such breach (or, solely with respect to a breach of Section 9(c) hereof, any shares of Restricted Stock issued by the Company pursuant to this Agreement whatsoever) shall be forfeited for no consideration. In the event that the Participant sold any of the shares issued to the Participant pursuant to this Agreement that are determined subject to forfeiture pursuant to the preceding sentence, then the Participant shall be wholly or partially unenforceable required to pay to the Company in any jurisdictioncash, within thirty (30) days of a request by the Company for such determination shall not be a bar payment, an amount equal to or in any way diminish the Company’s right to enforce any proceeds of such covenant in any other jurisdictionsale.

Enforcement. Executive Optionee acknowledges that the duties, obligations and restrictions imposed upon him in this Agreement are special, unique and of an extraordinary character, and that in the event of Optionee’s breach or threatened breach of any portion of this Agreement, the damage to Company and its affiliates would be irreparable or could not be adequately measured in money damages. Optionee represents and further acknowledges that any breach or threatened breach of his duties, obligations and restrictions under this Agreement will cause Company and its affiliates immediate and irreparable injury, loss and damage before legal notice can be had upon Optionee, or his attorney, or before a judicial hearing can be held. Therefore, Optionee agrees that: that Company may protect its interest by seeking and obtaining specific performance or a court injunction (i) the purpose both temporary and permanent), in addition to any provable money damages, costs and reasonable attorneys fees, along with any other remedies they may have at law and equity, for any breach or threatened breach of the Agreement. Optionee also agrees that it is important for any prospective person or business entity entering into an arrangement with Optionee which might be impacted by the restrictive covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is herein to protect the goodwillbe made aware of this Agreement. Accordingly, trade secrets and other confidential information Optionee further agrees to provide a copy of the Company; (ii) because this Agreement to any person or business entity with whom Optionee considers entering into any arrangement of the any nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical impacted by this Agreement. Should Optionee fail to provide this information, Optionee further agrees that Company may forward a copy of this Agreement to any person or business entity entering into an arrangement of any nature with Optionee which it believes would be impacted by this Agreement and excessively difficult to determine Optionee releases Company and its affiliates from any and all claimed liability or damage by virtue of such disclosure. The provisions of this Section 9.2 shall survive the actual damages termination of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) this Agreement for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantreason, including but not limited to, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court expiration of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionits term.

Enforcement. Executive In view of the foregoing, the Employee acknowledges and agrees that: (i) that it is reasonable and necessary for the purpose protection of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillgood will, business, trade secrets and other secrets, confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Proprietary Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company that he makes the covenants in this Section 8 and that the Company will suffer irreparable injury if the Employee engages in the event Executive breached conduct prohibited by Section 8 (a), (b) or (c) of this Agreement. The Employee agrees that upon a breach, threatened breach or violation by him of any such covenants; and (iii) of the foregoing provisions of this Section 8, the Company, in addition to all other remedies it may have including an action at law (such for damages, shall be entitled as monetary damages) for any breach a matter of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantright to injunctive relief, the Company shall have the right (in addition to, and not in lieu of, specific performance or any other right or remedy that may be available to it) to temporary and permanent injunctive form of equitable relief from a in any court of competent jurisdiction, jurisdiction without posting any being required to post bond or other security and without having to prove the necessity of proof of actual damage. If any portion inadequacy of the Restrictive Covenants is hereafter determined available remedies at law, to enjoin and restrain the Employee and each and every other person, partnership, association, corporation or organization acting in concert with the Employee, from the continuance of any action constituting such breach. The Company shall also be entitled to recover from the Employee all of its reasonable costs incurred in the enforcement of this Section 8 including its reasonable legal fees. The Employee acknowledges that the terms of Section 8(a), (b) and (c) are reasonable and enforceable and that, should there be a violation or attempted or threatened violation by the Employee of any of the provisions contained in these subsections, the Company shall be entitled to relief by way of injunction, specific performance or other form of equitable relief. In the event that any of the foregoing covenants in Sections 8 (a), (b) or (c) shall be deemed by any court of competent jurisdiction, in any proceedings in which the Company shall be a party, to be invalid unenforceable because of its duration, scope, or unenforceable in any respectarea, such determination shall not affect the remainder thereof, which it shall be given the maximum effect possible deemed to be and shall be fully enforced, without regard amended to conform to the invalid portions. In particularscope, without limiting the generality period of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator time and geographical area which would permit it to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionenforced.

Enforcement. The Executive acknowledges that a breach of his covenants and agreements contained in Sections 6 and 7 would cause irreparable damage to the Company and its subsidiaries and affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, the Executive agrees that if he breaches or threatens to breach any of the covenants or agreements contained in Sections 6 and 7, in addition to any other remedy which may be available at law or in equity, the Company and its subsidiaries and affiliates shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive and other equitable relief to prevent the breach or any threatened breach thereof without bond or other security or a showing of irreparable harm or lack of an adequate remedy at law. Additionally, upon a material breach by Executive of Section 6 or Section 7, the unvested RSUs (and any other stock-based awards held by the Executive) shall be automatically canceled and forfeited without any further action. The Company and the Executive further acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in Sections 6 and 7 to be reasonable and necessary for the protection of the interests of the Company and its subsidiaries and affiliates, but if any such restriction or covenant shall be held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply in such jurisdiction with such deletion or modification as may be necessary to make it valid and enforceable. The Executive acknowledges and agrees that: (i) that the purpose of the restrictions and covenants set forth contained in Sections 5 through 6 and 7 above (shall be construed for all purposes to be separate and independent from any other covenant, whether in this Agreement or otherwise, and shall each be capable of being reduced in application or severed without prejudice to the “Restrictive Covenants”) is other restrictions and covenants or to protect the goodwill, trade secrets and other confidential information remaining provisions of this Agreement. The existence of any claim or cause of action by the Company; (ii) because of the nature of the business in which Executive against the Company is engaged or any of its subsidiaries and because affiliates, whether predicated upon this Agreement or otherwise, shall not excuse the Executive’s breach of any covenant, agreement or obligation contained in Section 6 or Section 7 and shall not constitute a defense to the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of enforcement by the Company in the event Executive breached or any of its subsidiaries of such covenantscovenant, agreement or obligation; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents provided, however, that if upon termination of this Agreement by the Company without “Cause” or by Executive commits any breach of a Restrictive Covenantfor “Good Reason”, the Company shall have defaults on any obligation to pay Executive any amount due and owing Executive under Section 5(j)(ii)(1), then, until such time that the right (in addition toCompany has paid such amounts to Executive, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination Executive shall not affect be required to comply with the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants undertakings set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive 7(a) and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionSection 7(b).

Enforcement. Executive The Recipient acknowledges and agrees that: (i) that the purpose Companies would not have an adequate remedy at law and would be irreparably damaged by any unauthorized disclosure or use of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the any Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company or in the event Executive that any of the provisions of this Agreement were not performed by the Recipient and the Recipient's Representatives in accordance with their specific terms or were otherwise breached by the Recipient or any such covenants; of the Recipient's Representatives. Without prejudice to the rights and (iii) remedies otherwise available to the Discloser, the Recipient agrees that the Discloser shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including an injunction or specific performance, in the event of any breach or threatened breach of the provisions of this Agreement by the Recipient or the Recipient's Representatives. Such remedies shall not be deemed to be exclusive remedies but shall be in addition to all other remedies available at law (such as monetary damages) for any breach or equity to the Discloser. In the event of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that litigation relating to this Agreement, if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree jurisdiction determines that the maximum period, scope Recipient or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined Recipient's Representatives have breached this Agreement, then the Recipient shall be liable and pay to be wholly the Discloser the reasonable costs and expenses (including attorney's fees on a full indemnity solicitor and his own client basis) incurred by the Discloser in connection with such litigation, including any appeal therefrom. The Recipient shall indemnify and hold harmless the Discloser and the Discloser's directors, officers, employees, consultants, representatives, advisors and agents from all damages and losses of any nature whatsoever (including consequential damages) arising out of a breach by the Recipient or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in of the Recipient's Representatives of any way diminish of the Company’s right to enforce any such covenant in any other jurisdictionterms and conditions of this Agreement.

Enforcement. Executive acknowledges and agrees You agree that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “this Restrictive Covenants”) is to protect the goodwillCovenants section are reasonable in all respects, trade secrets including, where applicable, geographical and other confidential information of the Company; temporal scope, (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accesswould not have entered into this letter agreement but for your covenants contained herein, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies the covenants contained herein have been made in order to induce the Company to enter into this letter agreement. If, at law (such as monetary damages) for any breach the time of Executive’s obligations under the enforcement of this Restrictive Covenants would be inadequate. Executive therefore agrees and consents section, a court shall hold that if Executive commits any breach of a Restrictive Covenantthe duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company parties agree that the maximum periodduration, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated periodduration, scope or area, area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If You recognize and affirm that in the event of your breach of any provision of this Restrictive Covenants section, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, you agree that in the event of a breach or a threatened breach by you of any of the provisions of this Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdictionsection, such determination shall not be a bar to or in any way diminish the Company’s right , in addition and supplementary to other rights and remedies granted by law existing in its favor (including recovery of damages and costs), may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any such covenant violations of the provisions hereof (without posting a bond or other security). Each party shall bear its own legal fees to enforce the covenants set forth in any other jurisdictionthis Restrictive Covenants section.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillThe Parties agree that irreparable damage for which monetary damages, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accesseven if available, it would not be impractical and excessively difficult to determine the actual damages of the Company an adequate remedy, would occur in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s that the Parties do not perform their obligations under the Restrictive Covenants would provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) or any Transaction Agreement in accordance with its specified terms or otherwise breach such provisions. The Parties acknowledge and agree that (a) the Parties shall be inadequate. Executive therefore agrees entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement or any Transaction Agreement and consents that if Executive commits to enforce specifically the terms and provisions hereof and thereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 11.01, this being in addition to any breach of a Restrictive Covenantother remedy to which they are entitled under this Agreement or any Transaction Agreement, the Company shall have and (b) the right (of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the Parties would have entered into this Agreement. Each Party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other Parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches of this Agreement or any Transaction Agreement and to enforce specifically the terms and provisions of this Agreement or any Transaction Agreement in addition to, and accordance with this Section 12.13 shall not in lieu of, any other right or remedy that may be available required to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting provide any bond or other security and without the necessity of proof of actual damagein connection with any such injunction. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without Without limiting the generality of the foregoing, if or the covenants set forth in Section 7 are found by other provisions of this Agreement, SPAC acknowledges and agrees that the Company may, without breach of this Agreement, (i) with respect to any Transaction Agreement to which the Company is a party or a third party beneficiary thereof, institute or pursue an Action directly against the counterparty(ies) to such Transaction Agreement seeking, or seek or obtain a court order against the counterparty(ies) to such Transaction Agreement for, injunctive relief, specific performance, or an arbitrator other equitable relief with respect to such Transaction Agreement, (ii) with respect to any Transaction Agreement to which the Company is not a party or a third party beneficiary thereof, be entitled, upon written notice to SPAC, (A) require SPAC to enforce its rights under any such Transaction Agreement through the initiation and pursuit of litigation (including seeking, or seek or obtain a court order against the counterparty(ies) to such Transaction Agreement for, injunctive relief, specific performance, or other equitable relief with respect to such Transaction Agreement) in the event the counterparty under such Transaction Agreement is in breach of its obligations thereunder, (B) have approval rights over SPAC’s selection of counsel for any such litigation (such approval not to be unreasonableunreasonably withheld, Executive and conditioned or delayed), (C) select a separate counsel, which may be or include counsel, to participate alongside SPAC’s counsel in any such litigation (at the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any expense of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, Company); provided that such determination separate counsel shall not be a bar entitled to control or in any way diminish the Companyseek court orders on SPAC’s right to enforce behalf, and/or (D) fund any such covenant litigation and (c) require SPAC to promptly execute, and SPAC hereby agrees to execute and comply with, any and all documents designed to implement or facilitate the execution of the rights contemplated in any other jurisdictionthis sentence.

Enforcement. Executive acknowledges and agrees that: (i) All staff of KLC whose authority shall prevail in the purpose immediate situation will enforce the above Code of Conduct. If a violation occurs, the following actions may be taken for violations of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information Code of Conduct: Violations of the Company; (ii) because code that do not constitute an immediate and apparent threat to the safety of others or their property will result in all or some of the nature following actions, including, but not limited to. • Verbal warning • A suspension of certain and/or all privileges for a specified period of time • A permanent suspension Violations of the business in which code that are deemed to constitute an immediate or implied threat to the Company is engaged and because safety of others, or their property and/or the safety of the nature facility or facility property may result in the following actions, including, but not limited to: • A one to six-month suspension • A six to twelve-month suspension • A permanent suspension KLC management ultimately determine the outcome for failure to comply with the Code of Conduct. No refunds will be given for loss of privileges due to a final determination that a violation of the Confidential Information Code of Conduct occurred. By signing this, you agree to which Executive has access, it would be impractical the above and excessively difficult to determine will abide by them at all times. Release from liability/indemnity: I hereby declare that the actual damages above particulars are true and correct. I acknowledge and agree that during all times as I am on the premises of the Company Leisure Centre or it’s surrounds that both my property and my person shall be at my own risk in every aspect and herby disclaim and release the Kununurra Leisure Centre and every occupier, and from all liability of any kind which may arise in respect to accidents or damage to the property or injury to any person on the Centre’s premises or surrounds. If in any case I require an ambulance, I authorise for the staff at the Leisure Centre to call one and I will pay for any costs that are incurred. I warrant that I am in a good state of health, fitness and physical condition and that there is no medical reason what so ever that could be regarded as a restriction or impediment to my application for membership. In the event Executive breached that any such covenants; infant or minor person under my control shall accompany me to the Kununurra Leisure Centre or it’s surrounds and (iii) remedies at law (such as monetary damages) for that person suffers any breach personal injury or loss of Executive’s obligations under property, that I shall indemnify the Restrictive Covenants would be inadequate. Executive therefore agrees Kununurra Leisure Centre against all and consents that if Executive commits any breach of a Restrictive Covenantclaims, the Company shall have the right (in addition to, demands and not in lieu of, any other right actions made by or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion on behalf of the Restrictive Covenants is hereafter determined said infant/minor person in respect to be invalid any injury or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.loss

Enforcement. Executive acknowledges Every Owner and agrees that: (i) every occupant of a Unit or Unplatted Parcel, and every guest or invitee of any such person, shall comply strictly with the purpose of the covenants covenants, conditions, and restrictions set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillDistrict Declaration and associated documents, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under deed to the Restrictive Covenants would be inadequateUnit or Unplatted Parcel, if any. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantThe District Association, the Company Community Association, Community Declarant, District Declarant, or an Owner shall have the right (individually, collectively or in addition toany combination to enforce the covenants, conditions, restrictions and not in lieu of, any other right provisions of this District Declaration or remedy that seek such other relief as may be available to it) to temporary as a result of a breach of such covenants, conditions, restrictions and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion provisions of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in District Declaration, by any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to proceeding at law or in any way diminish the Company’s right equity. Failure to enforce any such covenant provision shall in no event be deemed a waiver of the right to do so thereafter. The right to enforce the District Declaration shall include, without limitation, an action to recover sums due for damages or an action for injunc- tive relief, or both, maintainable by the District Association, Community Association, Community Declarant, District Declarant, or an Owner. In addition, the District Association or the Community Association may impose per diem penalties for failure to comply with this District Declaration and associated documents after notice of such noncompliance and the elapsing of a stated time period within which to cure such noncompliance as further provided in the Bylaws, with each day during which such noncompliance continues being considered a separate violation of the terms hereof. Such penalties shall be due and payable upon imposition and shall be secured, collected and otherwise treated in the same manner as Assessments. The Community Association or Community Declarant shall have the right, but not the obligation, to take all actions that the District Association or District Declarant might otherwise take under the provisions of this District Declaration, including the right to enforce the terms of the District Declaration. Costs, expenses and reasonable attorneys and paralegals, fees, whether suit be brought or not, including those resulting at all trial and appellate levels, incurred by the prevailing party in any action to enforce any provision of this District Declaration or to seek such other jurisdictionrelief as may be available as a result of a breach of such covenants, conditions, restrictions and other provisions of the District Declaration, the Articles of Incorporation, Bylaws, and rules and regulations of the District Association, and any similar associated documents thereunder, or deed restrictions on the District Property, including without limitation actions to recover sums due for damages or actions for injunctive relief, shall be the personal obligation of the non-prevailing party.

Enforcement. Executive acknowledges understands and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which that the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company will suffer irreparable harm in the event that Executive breached breaches any of Executive’s obligations in Sections 5, 6, 7, 8, 9, and 10 and that monetary damages will be inadequate to compensate the Company for such covenants; breach. Accordingly, in the event of any breach or anticipatory breach of this Agreement by Executive, the parties agree that the Company shall be entitled to injunctions, both preliminary and (iii) remedies at law (permanent, enjoining or restraining such as monetary damages) for breach or anticipatory breach, and Executive hereby consents to the issuance thereof forthwith by any court of competent jurisdiction. In addition, in the event of any breach of Executive's obligations of Sections 5, 6, 7, 8, 9, and 10 of this Agreement, any grant of temporary, preliminary, or permanent injunctive relief, against Executive, or Executive’s obligations under claim in a declaratory judgment action that all or part of this Agreement is unenforceable, the Restrictive Covenants would be inadequate. Executive therefore agrees and consents Parties agree that if Executive commits any breach of a Restrictive Covenant, the Company shall have be entitled to recovery of all reasonable sums and costs, including attorneys’ fees, incurred by the right (Company in defending or seeking to enforce Sections 5, 6, 7, 8, 9, and 10 of this Agreement the provisions of this Agreement, in addition toto any remedies otherwise available to it at law or equity. Company understands and agrees that Executive will suffer irreparable harm in the event that Company breaches any of Company’s obligations in Section 8 and that monetary damages will be inadequate to compensate Executive for such breach. Accordingly, in the event of any breach or anticipatory breach of Section 8 of this Agreement by Company, the Parties agree that Executive shall be entitled to injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and not in lieu of, Company hereby consents to the issuance thereof forthwith by any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction. In addition, without posting in the event of any bond breach or other security and without anticipatory breach of Section 8 of this Agreement by Company, any grant of temporary, preliminary, or permanent injunctive relief, against Company, or Company’s claim in a declaratory judgment action that all or part of this Agreement is unenforceable, the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which Parties agree that Executive shall be given the maximum effect possible entitled to recovery of all reasonable sums and shall be fully enforcedcosts, without regard to the invalid portions. In particularincluding attorneys’ fees, without limiting the generality of the foregoing, if the covenants set forth incurred by Executive in Section 7 are found by a court defending or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right seeking to enforce Section 8 of this Agreement, in addition to any such covenant in any other jurisdictionremedies otherwise available to it at law or equity.

Enforcement. Executive Each party acknowledges that the provisions of Sections 6 and 7 hereof are essential to the goodwill and potential profitability of the other and have provided a substantial inducement for the other to execute, and perform its obligations under, this Agreement and that the application thereof will not involve a substantial hardship upon such party's future business or livelihood. Each party agrees that: (i) the purpose that a violation of the covenants set forth in Sections 5 through 6 and 7 above (hereof, or any provision thereof, may cause irreparable injury to the “Restrictive Covenants”) is other and the other shall be entitled, in addition to protect the goodwillany other rights and remedies it may have, trade secrets at law or in equity, to seek an injunction enjoining and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged restraining such party and because of the nature of the Confidential Information its employees from doing or continuing to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached do any such covenants; act and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right violations or remedy that may be available to it) to temporary and permanent injunctive relief from a court threatened violations of competent jurisdiction, without posting any bond such covenants or other security and without the necessity of proof of actual damageprovisions. If any portion provision of the Restrictive Covenants is hereafter determined Sections 6 or 7 hereof as applied to any circumstance shall be adjudged by a court to be invalid or unenforceable unenforceable, the same shall in no way affect any other provision of Sections 6 or 7, the application of such provision in any respectother circumstances or the validity or enforceability of Sections 6 or 7 in any other jurisdiction. If any provisions of Sections 6 or 7 as applied to any circumstances shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision in any other circumstances or the validity or enforceability of Sections 6 or 7 to be enforced as written. If any provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, each party agrees that the court making such determination shall have the power to reduce the duration or area, or both, of such provision or to delete or blue-pencil specific words or phrases; and, in its reduced or blue-pencilled form, such provision shall then be enforceable and shall be enforced. Each party intends to, and does hereby, confer jurisdiction to enforce the covenants contained herein upon the courts of any state of the United States or any other governmental jurisdiction within the geographical scope of such covenants. If the courts of any one or more of such states or jurisdictions shall hold such covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s affect either party's right to enforce the relief provided above in the courts of any state or jurisdiction within the geographical scope of such covenant covenants, as to breaches of such covenants in any such other jurisdictionrespective states or jurisdictions, the above covenants as they relate to each state or jurisdiction being, for this purpose, severable into diverse and independent covenants.

Enforcement. Executive acknowledges and agrees that: (ia) If at the purpose time of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillenforcement of Section 1, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accessSection 2, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantSection 3 or Section 4, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdictionjurisdiction holds that the restrictions stated therein are unreasonable under circumstances then existing, without posting any bond including by reason of its extending for too great a period of time or other security and without the necessity over too great a geographical area or by reason of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable its being too extensive in any other respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company parties hereto agree that the maximum period, scope or geographical area that is found to be reasonable enforceable under such circumstances shall be substituted for the stated period, scope or area, area and that the court or arbitrator of competent jurisdiction shall be allowed to revise the restrictions contained herein therein to cover the maximum period, scope and area permitted by lawLaw. If The existence of any claim or cause of action by the Restricted Party or any of his or her Affiliates against Parent, First Merger Sub, Second Merger Sub, the Restrictive Covenants are determined to be wholly Company or partially unenforceable in any jurisdiction, such determination the Surviving Entity shall not constitute and shall not be asserted as a bar defense to the enforcement by Parent or in any way diminish of its Affiliates of this Agreement. The parties hereto agree that Parent and its Affiliates would suffer irreparable harm from a breach of Section 1, Section 2 , Section 3 or Section 4 by the Company’s right to enforce Restricted Party and that money damages would not be an adequate remedy for any such covenant breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, Parent and its Affiliates and their successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other jurisdictionsecurity). In addition, in the event of an alleged breach or violation by the Restricted Party of Section 3 or Section 4, the Restrictive Period will be tolled until such breach or violation has been duly cured. The Restricted Party acknowledges and agrees that due to the proprietary nature of the Business, the restrictions contained in this Agreement are reasonable (including as to duration, geographical area and scope) and are necessary to ensure the preservation, protection and continuity of the Business, trade secrets and goodwill of the Company and that the Restricted Party has reviewed the provisions of this Agreement with his or her legal counsel.

Enforcement. Executive acknowledges and Grantee hereby agrees that: (i) the purpose of that the covenants set forth in Sections 5 through 7 above 15(a), (b), (c) and (d) are reasonable with respect to their scope, duration, and geographical area. If the “Restrictive Covenants”final judgment of a court of competent jurisdiction declares that any term or provision of Sections 15(a), (b), (c) or (d) is invalid or unenforceable, Grantee and Entergy hereby agree that the court making the determination of invalidity or unenforceability shall have the power to protect reform the goodwillunenforceable term or provision, trade secrets including to delete, replace, or add specific words or phrases, but only to the narrowest extent necessary to render the provision valid and other confidential information enforceable (provided that in no event shall the length of any restrictive covenant or its scope be extended or expanded), and this Agreement shall be enforceable as so modified after the expiration of the Company; (ii) because time within which the judgment on enforceability may be appealed. Grantee’s agreement to the restrictions provided for in this Agreement and Entergy’s agreement to grant the Award are mutually dependent consideration. Therefore, notwithstanding any other provision to the contrary in this Agreement, if the enforceability of any material restriction applicable to Grantee as provided for in this Section 15 is challenged and found unenforceable by a court of law, then Entergy shall have the right to terminate this Agreement and recover from Grantee all shares of Common Stock paid to Grantee pursuant to this Agreement and any amounts received by Grantee on the date of sale, transfer, or other disposition if Grantee has sold, transferred, or otherwise disposed of any shares of Common Stock received in respect of the nature Restricted Units. This provision shall be construed as a return of consideration or ill-gotten gains due to the business in which failure of Grantee’s promises and consideration under the Company is engaged Agreement, and because of the nature of the Confidential Information to which Executive has accessnot as a liquidated damages clause. In addition, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached of Entergy’s termination of this Agreement, Grantee shall immediately forfeit all unvested Restricted Units and all vested and unpaid Restricted Units. Grantee further hereby agrees that, in the event of a breach by Grantee of any of the provisions of Sections 15(a), (b), (c) or (d), monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such covenants; breach or threatened breach, Entergy or a System Company may, in addition to and (iii) without prejudice to other rights and remedies at existing in its favor, apply to any court of law (such as monetary damages) or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach violations of Executive’s obligations under the Restrictive Covenants provisions hereof, in each case without the requirement of posting a bond or proving actual damages and without having to demonstrate that money damages would be inadequate. Executive therefore Such remedies shall not be deemed the exclusive remedies for a breach, but shall be in addition to all remedies available at law or in equity, including, but not limited to, attorneys’ fees and costs, Grantee hereby agrees and consents acknowledges that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein in Sections 15(a), (b), (c) and (d) do not preclude Grantee from earning a livelihood, nor do they unreasonably impose limitations on Grantee’s ability to cover earn a living. Grantee acknowledges that Grantee has carefully read this Agreement and Grantee has given careful consideration to the maximum periodrestraints imposed upon Grantee by this Agreement, scope and area permitted by law. If Grantee is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of any of the Restrictive Covenants are determined System Company now existing or to be wholly or partially unenforceable developed in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionfuture.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the CompanyParent Company and its Subsidiaries; (ii) because of the nature of the business in which the Parent Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Parent Company in the event Executive breached any such covenants; and (iii) remedies at law law’ (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, . the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, thereof which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawJaw. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges and agrees that: (i) If, at the purpose time of enforcement of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillprovisions of this Section 5.14, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdictionjurisdiction determines that the restrictions stated herein are invalid or unenforceable with respect to any particular Unitholder under the circumstances then existing, without posting any bond then the maximum period or other security and without scope reasonable under the necessity of proof of actual damage. If any portion of circumstances shall be substituted for the Restrictive Covenants is hereafter stated period or scope determined to be invalid or unenforceable (with the other provisions to remain in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum full force and effect possible and shall be fully enforced, without regard to the invalid portions) with respect to such Unitholder, as determined by such court. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a Each Unitholder expressly agrees that such court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall allowed to revise the restrictions contained herein in this Section 5.14 to cover the maximum period, duration or scope and area or otherwise permitted by lawapplicable Laws and the provisions hereof, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. If In the event the enforceability of any of the Restrictive Covenants terms hereof are determined challenged in court by any particular Unitholder and such Unitholder is not enjoined from breaching any of the provisions in Section 5.14, then if a court of competent jurisdiction finds that the challenged restrictions herein is enforceable with respect to such Unitholder, the Restricted Period with respect to such Unitholder, as applicable, shall be wholly or partially unenforceable deemed tolled upon the filing of the lawsuit challenging the enforceability of any of the provisions in any jurisdiction, this Section 5.14 by such determination shall not be a bar Unitholder until the dispute is finally resolved and all periods of appeal have expired. Each Unitholder agrees that the covenants and restrictions in this Section 5.14: (A) are reasonable in scope and time; (B) are reasonable restrictions to protect the legitimate business interests and goodwill of Acquirer and the Group Companies; and (C) are ancillary to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictiona part of an otherwise enforceable contract that is supported by adequate consideration.

Enforcement. The Executive acknowledges that a breach of his covenants and agreements contained in Sections 6 and 7 would cause irreparable damage to the Company and its subsidiaries and affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, the Executive agrees that if he breaches or threatens to breach any of the covenants or agreements contained in Sections 6 and 7, in addition to any other remedy which may be available at law or in equity, the Company and its subsidiaries and affiliates shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive and other equitable relief to prevent the breach or any threatened breach thereof without bond or other security or a showing of irreparable harm or lack of an adequate remedy at law. Additionally, upon a material breach by Executive of Section 6 or Section 7, the unvested Restricted Stock (and any other stock-based awards held by the Executive) shall be automatically canceled and forfeited without any further action. The Company and the Executive further acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in Sections 6 and 7 to be reasonable and necessary for the protection of the interests of the Company and its subsidiaries and affiliates, but if any such restriction or covenant shall be held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply in such jurisdiction with such deletion or modification as may be necessary to make it valid and enforceable. The Executive acknowledges and agrees that: (i) that the purpose of the restrictions and covenants set forth contained in Sections 5 through 6 and 7 above (shall be construed for all purposes to be separate and independent from any other covenant, whether in this Agreement or otherwise, and shall each be capable of being reduced in application or severed without prejudice to the “Restrictive Covenants”) is other restrictions and covenants or to protect the goodwill, trade secrets and other confidential information remaining provisions of this Agreement. The existence of any claim or cause of action by the Company; (ii) because of the nature of the business in which Executive against the Company is engaged or any of its subsidiaries and because affiliates, whether predicated upon this Agreement or otherwise, shall not excuse the Executive’s breach of any covenant, agreement or obligation contained in Section 6 or Section 7 and shall not constitute a defense to the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of enforcement by the Company in the event Executive breached or any of its subsidiaries of such covenantscovenant, agreement or obligation; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents provided, however, that if upon termination of this Agreement by the Company without “Cause” or by Executive commits any breach of a Restrictive Covenantfor “Good Reason”, the Company shall have defaults on any obligation to pay Executive any amount due and owing Executive under Section 5(j)(ii)(1), then, until such time that the right (in addition toCompany has paid such amounts to Executive, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination Executive shall not affect be required to comply with the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants undertakings set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction7(a).

Enforcement. The Executive acknowledges and agrees that: (i) the purpose purposes of the foregoing covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is are to protect the goodwill, trade secrets goodwill and other confidential or proprietary information of the Company, and to prevent the Executive from interfering with the business of the Company as a result of or following termination of the Executive’s employment with the Company; (ii) because of the nature of the business in which the Company is and its affiliates are engaged and because of the nature of the Confidential Information confidential and proprietary information to which the Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event the Executive breached any such covenantsof the covenants of this Section 9; and (iii) remedies at law (such as monetary damages) for any breach of the Executive’s obligations under the Restrictive Covenants this Section 9 would be inadequate; and (iv) the terms of the covenants are sufficiently limited to protect the legitimate interests of the Company and impose no undue hardship on the Executive. The Executive therefore agrees and consents that if the Executive commits any breach of a Restrictive Covenantcovenant under this Section 9 or threatens to commit any such breach, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdictionjurisdiction located in the State of California, or in any state in which the Executive resides, without posting any bond or other security and without the necessity of proof of actual damage. If With respect to any portion provision of the Restrictive Covenants is hereafter this Section 9 finally determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator of competent jurisdiction to be unreasonableunenforceable, the Executive and the Company hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable to the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law, and the parties agree to abide by such court’s determination. If any of the Restrictive Covenants are covenants of this Section 9 is determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right rights of the Company to enforce any such covenant in any other jurisdiction. In no event may a breach or threatened breach of the covenants in this Section 9 constitute a basis for the Company to suspend the Executive’s right to receive any payments or benefits to which he is otherwise entitled under this Agreement.

Enforcement. Executive acknowledges and Employee agrees that: (i) that the purpose of Company has a legitimate business interest to protect justifying the covenants set forth in Sections 5 through 7 above 11, 12 and 13. Such legitimate business interests include: (the “Restrictive Covenants”i) is to protect the goodwilltrade secrets, trade secrets and other confidential information of the Company; (ii) because valuable Confidential Information that does not otherwise qualify as a trade secret, (iii) substantial relationships with prospective or existing Customers, (iv) Customer goodwill, and (v) preservation of the nature of the business in brands with which the Company is engaged and because of the nature of the Confidential Information to which Executive Employee has access, it would be impractical and excessively difficult to determine the actual damages operated. For purposes of the Company obtaining specific performance and/or injunctive relief, Employee acknowledges that irreparable injuries shall be presumed in the event Executive breached any such covenants; that Employee violates his covenants herein contained. Because the Employee’s services are unique and (iii) remedies at law (such as monetary damages) because the Employee has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of Executive’s obligations under this Agreement. Therefore, in the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any event of a breach or threatened breach of a Restrictive CovenantSections 11, 12 or 13 of this Agreement, the Company shall have the right (and its successors or assigns may, in addition toto other rights and remedies existing in their favor at law or in equity, and not apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in lieu order to enforce, or prevent any violations of, the provisions in Sections 11, 12 or 13 hereof. In addition to the foregoing, if any other right or remedy action should have to be brought by the Company against the Employee to enforce the provisions of this Agreement, the Employee recognizes, acknowledges and agrees that the Company may be available to itentitled (without limitation) to temporary (a) preliminary and permanent injunctive relief restraining the Employee from a court unauthorized disclosure or use of competent jurisdictionany trade secret or Confidential Information, without posting in whole or in part, or otherwise violating any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the restrictive covenants set forth herein, and (b) actual damages. Nothing in Section 7 are found by a court or an arbitrator to this Agreement shall be unreasonable, Executive and construed as prohibiting the Company from pursuing any other legal or equity remedies available for breach or threatened breach to the provisions of this Agreement, which may otherwise be available. In the event of an alleged breach or violation by the Employee of Sections 11, 12 or 13 of this Agreement, the parties agree that the maximum periodcourt, scope or geographical area that is found to be reasonable shall be substituted for in its discretion, may toll the stated period, scope or area, and that Restricted Period during the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any period of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionbreach.

Enforcement. Executive acknowledges and agrees that: (i) If, at the purpose time of enforcement of Section 7 or Section 8 of this Agreement, a court holds that the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations restrictions stated herein are unreasonable under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantcircumstances then existing, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company parties hereto agree that the maximum period, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated period, scope or area, area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because Executive's services are unique and because Executive has access to Confidential Information and Work Product, the parties hereto agree that the Company Group would suffer irreparable harm from a breach of Section 7 or Section 8 by Executive and that money damages would not be an adequate remedy for any such breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). If Executive breaches Section 7, Executive shall forfeit any further payments under Section 4(b)(i) and the Severance Period shall be deemed to end immediately on the date of such breach. Executive acknowledges and agrees that the covenants and agreements set forth in this Agreement were a material inducement to the Company to enter into this Agreement and to perform its obligations hereunder, and that the Company would not obtain the benefit of the Restrictive Covenants bargain set forth in this Agreement as specifically negotiated by the parties hereto if Executive breached the provisions of this Agreement. Executive further acknowledges and agrees (i) that due to the proprietary nature of the Company Group’s business, the restrictions set forth in this Agreement are determined reasonable as to be wholly or partially unenforceable time and scope and are necessary to ensure the preservation, protection and continuity of the business, trade secrets and goodwill of the Company Group and (ii) that Executive has reviewed the provisions of this Agreement, including Section 7, with Executive's legal counsel and specifically consents to abide by the restrictions set forth in any jurisdictionthis Agreement, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionincluding Section 7.

Enforcement. Executive acknowledges In addition to any rights and agrees thatremedies available at law, Xxxxxxx’s enforcement rights and duties shall include, but not be limited to, the following: (i) Grantee may expel and/or exclude any Floater from the purpose Easement Area who fails to comply with the terms, covenants, restrictions and prohibitions of this Agreement. The entry or use of the covenants Easement Area by any excluded or expelled person shall be a trespass against Grantor’s property interests; and Upon evidence of repeated and/or persistent violations of the terms hereof by Floaters, Grantee shall temporarily suspend use of all or any part of the Easement Area or any subset of the Permitted Uses of the Easement by all Floaters until Grantee reasonably concludes that such violations are not likely to continue. Furthermore, in the event Grantee fails to take action as set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is preceding sentence, Grantor shall have the right to protect the goodwill, trade secrets and other confidential information request that Grantee temporarily suspend use of all or any part of the Company; (ii) because Easement Area or any subset of the nature Permitted Uses of the business in which Easement by all Floaters until Grantor reasonably concludes that such violations are not likely to continue and, unless Grantee reasonably determines that such request is groundless, Grantee shall grant such request. Grantor and Grantee are the Company is engaged and because only parties that may enforce the terms of this Agreement. Grantor shall be entitled (but not obligated) to enforce this Agreement, any rights reserved to Grantor as the fee owner of the nature Easement Area, or any trespass, including trespass by Grantee or any Floater who violates any term of this Agreement, as the Confidential Information case may be. Grantor shall be entitled to which Executive has accessany remedies available to it at law, it would be impractical and excessively difficult to determine in equity, or under the actual damages terms of the Company this Agreement. Furthermore, in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s Grantee repeatedly or persistently fails to perform its obligations under this Agreement (including, without limitation, maintenance of the Restrictive Covenants would be inadequate. Executive therefore agrees Easement Area and consents that if Executive commits any breach enforcement of a Restrictive CovenantProhibited Uses); Grantee fails to enforce its obligation under this Agreement and such failure results in imminent or actual material damage to the Easement Area, the Company imminent or actual harm to natural resources, or risk of injury to or death of persons; or Grantee fails to appropriate funds sufficient to perform its obligations hereunder pursuant to § 12(A), Grantor, upon written notice to Grantee identifying such failure(s), shall have the right (in addition to, and but not in lieu of, any other right or remedy that may be available to itthe obligation) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If exercise any of the Restrictive Covenants are determined enforcement obligations of Grantee pursuant to be wholly or partially unenforceable in any jurisdiction§ 8(A)(i), such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionabove.

Enforcement. Executive acknowledges and agrees that: (i) that the purpose provisions of this Section 4 are reasonable and necessary for the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information successful operation of the Company; (ii) because . Executive further acknowledges that if he breaches any provision of the nature of the business in which this Section 4, the Company will suffer irreparable injury. It is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents agreed that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition toto enjoin any such breach or threatened breach, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from if ordered by a court of competent jurisdiction. The existence of this right to injunctive and other equitable relief shall not limit any other rights or remedies that the Company may have at law or in equity, without posting including the right to monetary and compensatory damages. The Company shall be entitled to monetary and compensatory damages for any bond breaches by Executive of any provision of this Section 4 only in the event that Executive willfully and materially breaches any provision of this Section 4 and the Company shall be entitled to recover from Executive no more than 50% of the aggregate amount, if any, paid to Executive under Sections 3.5(a) and (b), 3.6(b)(i), 3.6(c)(i), 3.7(a) and (b), 3.8(a) and (b), or other security 3.9(a) and without the necessity of proof of actual damage(b). If any portion provision of the Restrictive Covenants this Section 4 is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator of competent jurisdiction to be unreasonableunenforceable in the manner set forth herein, Executive and the Company agree that it is the intention of the parties that such provision should be enforceable to the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by extent possible under applicable law. If any provisions of the Restrictive Covenants this Section 4 are determined held to be wholly invalid or partially unenforceable in any jurisdictionunenforceable, such determination invalidation or unenforceability shall not be a bar affect the validity or enforceability of any other provision of this Section 4 (or any portion thereof). Notwithstanding the foregoing or any other provision in this Agreement or any documents relating to any equity or other incentive award, in the event of Executive’s breach of any way diminish Incentive Award Restrictive Covenants, the Company’s right sole remedy shall be, in the case of a willful and material breach of such Incentive Award Restrictive Covenants, the cancellation or recovery of Executive’s then unvested interest, if any, in such equity or incentive awards (or if vesting of such awards was accelerated and such breach occurred prior to enforce any the normally scheduled vesting date of such covenant award, the Company’s recovery of such award or the value thereof). The Company shall reimburse Executive for his reasonable legal fees and expenses incurred in any other jurisdictiondispute with the Company regarding Executive’s breach of this Section 4 if Executive is successful on any material claims raised in such dispute.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants The restrictions set forth herein shall run with the land and bind the Declarant, its successors or assigns, and all parties claiming by, through, and under it shall be taken to hold, agree and covenant with the Declarant and its successors in Sections 5 through 7 above (title, and with each of them to conform and observe all restrictions and covenants as to the “Restrictive Covenants”) is use of said lots and construction of improvements thereon; provided, however, that no such person or corporation shall be, liable except in respect to protect the goodwillbreaches committed during its, trade secrets and other confidential information his or their ownership of the Company; (ii) because said property. The violation of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; restrictions, covenant or condition shall not operate to invalidate any mortgage, Deed of Trust or other lien acquired and (iii) remedies held in good faith against said property. or any part thereof, but such liens may be enforced as against any and all property covered thereby, subject, nevertheless, to the restrictions, covenants and conditions as herein mentioned. Enforcement hereof may be by proceedings at law (such as monetary or in equity against any person violating or attempting to violate any covenant either to restrain violation or to recover damages) for . SEVERABILITY Invalidation of any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company these covenants by Judgment or court order shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum no wise effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable other provisions which shall remain in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right full force and effect. Failure to enforce any such covenant of the restrictions or covenants herein set forth at the time of this violation shall in no event be deemed to be a waiver of the right to do so at any other jurisdictiontime thereafter. LC HIGHLANDS LIMITED PARTNERSHIP THE STATE OF TEXAS } COUNTY OF TARRANT } {/ , This instrument was acknowledged before me this J J day of t?Jc;-rc.A. , 1999, by Xxxxxx X. Xxxxxxx, General Partner of LC HIGHLANDS LIMITED PARTNERSHIP, a Texas limited partnership, on behalf of said limited partnership_ v * XXXXXX XXXXXXXXX · =-==-::::o-=- Notary Public. State of Texas My Commrssion JUENxEpires 1,2000 NormY Public, State of Texas \ .

Enforcement. Executive acknowledges The Parties agree and agrees that: (i) acknowledge that the purpose of the covenants set forth restrictions contained in Sections 5 through this Section 7 above (the “Restrictive Covenants”) is are reasonably necessary to protect the goodwillLegitimate Business Interests of GEO or any of its subsidiaries or affiliates, trade secrets and other confidential information who are express third-party beneficiaries of the Company; (ii) because restrictive covenants of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damagethis Section 7. If any portion of the Restrictive Covenants is hereafter determined to be invalid covenant or unenforceable agreement contained in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in this Section 7 are is found by a court or an arbitrator having jurisdiction to be unreasonableunreasonable in duration, Executive geographical scope or character of restriction, the covenant or agreement will not be rendered unenforceable thereby but rather the duration, geographical scope or character of restriction of such covenant or agreement will be reduced or modified with retroactive effect to make such covenant or agreement reasonable, and such covenant or agreement will be enforced as so modified. Consultant agrees and acknowledges that the breach of this Section 7 will cause irreparable injury to GEO or any of its subsidiaries or affiliates and upon the breach of any provision of this Section 7, GEO or any of its successors, subsidiaries or affiliates shall be entitled to injunctive relief, specific performance or other equitable relief; provided, however, that, this shall in no way limit any other legal or equitable remedies which GEO or any of its subsidiaries or affiliates may have (including, without limitation, the right to seek monetary damages). The restrictive covenants of this Section 7 may be enforced by any successor or assignee of GEO. In addition, the prevailing party in any litigation regarding an alleged breach of the restrictive covenants of this Section 7 shall be entitled to reasonable attorney’s fees and costs. This agreement is enforceable by GEO and by its subsidiaries and affiliates. The covenants of this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, and the Company agree that existence of any claim or cause of action of Consultant against GEO, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the maximum periodenforcement by GEO of the covenants of this Section 7. GEO has fully performed all obligations entitling it to the covenants of this Section, scope and such covenants are therefore not executory or geographical area that is found otherwise subject to be reasonable rejection under the Bankruptcy Code. The failure or the refusal of GEO to enforce the covenants of this Section 7 against any other independent contractor will not constitute a waiver or estoppel defense to the enforcement of the covenants against Consultant. The restricted periods contained in this Section 7 shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If tolled during any period of the Restrictive Covenants are determined to be wholly or partially unenforceable time in any jurisdiction, such determination shall not be a bar to or which Consultant is in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionviolation of covenants of this Section 7.

Enforcement. In signing this Agreement, Executive acknowledges gives the Company assurance that Executive has carefully read and considered all the terms and conditions of this Agreement. Executive agrees without reservation that the restraints contained herein are necessary for the reasonable and proper protection of the Company Group, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. Executive further agrees that: (i) the purpose , were Executive to breach any of the covenants set forth contained in Sections 5 through 7 above (this Agreement, the “Restrictive Covenants”) is damage to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because each of the nature of the Confidential Information to which Executive has access, it its subsidiaries and affiliates would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequateirreparable. Executive therefore agrees that the Company, in addition, and consents that if Executive commits not as an alternative, to any other remedies available to it (including, without limitation, any remedies set forth in the Award Agreement or the Plan), shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by Executive of any such covenants, without having to post bond, together with an award of its reasonable attorney fees incurred in enforcing its rights hereunder. So that the Company may enjoy the full benefit of the covenants contained in Sections 4.2 and 4.3 hereof, Executive further agrees that the Non-Solicitation Period shall be tolled, and shall not run, during the period of any breach by Executive of any such covenants. If Executive violates any fiduciary duty to the Company or unlawfully takes any confidential or proprietary information or other property belonging to the Company, the Non-Competition Period will extend by the time during which Executive engages in such violation(s), for up to a Restrictive Covenanttotal of two (2) years following the termination of Executive’s Employment. Executive and the Company further agree that, in the event that any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each subsidiary and affiliate of the Company shall have the right (to enforce all of Executive’s obligations to such subsidiary and affiliate under this Agreement. Finally, no claimed breach of this Agreement or violation of law attributed to the Company or any of its subsidiaries or affiliates, nor any change in addition to, and not in lieu of, any other right the nature or remedy that may be available to it) to temporary and permanent injunctive relief from a court scope of competent jurisdiction, without posting any bond Executive’s Employment or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and association with the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of its subsidiaries or affiliates, shall operate to excuse Executive from the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Companyperformance of Executive’s right to enforce any such covenant in any other jurisdictionobligations hereunder.

Enforcement. Executive acknowledges The restrictive covenants contained in this Section 6.6 are covenants independent of any other provision of this Agreement, and agrees that: (i) the purpose existence of any claim that any Party or Non-Compete Party or Restrictive Covenant Party may allege against any other Party, whether based on this Agreement, any other Transaction Document or otherwise, shall not prevent the covenants set forth in Sections 5 through 7 above (enforcement of these covenants. Federated Hermes, Seller, and the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) Owners agree that Federated Hermes’ remedies at law (such as monetary damages) for any breach or threat of Executive’s obligations under breach by any other Party or Non-Compete Party or Restrictive Covenant Party of the Restrictive Covenants would provisions of this Section 6.6 will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not that Federated Hermes shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 6.6 and to enforce specifically the terms and provisions hereof, in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, each case without posting any bond or security, and in addition to any other security and without remedy to which Federated Hermes may be entitled at law, in equity or otherwise. In the necessity event of proof of actual damage. If Litigation regarding any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the restrictive covenants set forth herein, the prevailing Party in such Litigation shall, in addition to any other remedies the prevailing Party may obtain in such Litigation, be entitled to recover from the other Party or Parties its reasonable legal fees and out-of-pocket costs incurred by such Party in enforcing or defending its rights hereunder. The length of time for which the restrictive covenants contained herein shall be in force shall not include any period of violation or any other period required for Litigation during which Federated Hermes seeks to enforce such restrictive covenants. Should any provision of this Section 7 6.6 be adjudged to any extent invalid by any competent tribunal or other Governmental Authority, the remaining covenants (which are found by a court or an arbitrator intended to be unreasonableconsidered divisible and severable) will remain enforceable and in full force and effect, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable such provision shall be substituted for deemed modified to the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein extent necessary to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionmake it enforceable.

Enforcement. Executive The Employee acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (foregoing covenants, including without limitation the “Restrictive Covenants”) noncompetition covenant of Section 3, is to protect the goodwill, trade secrets and other confidential information Confidential Information of the CompanyCorporation being acquired by Parent in the Merger; (ii) because of the nature of the business businesses in which the Company is Affiliated Companies are engaged and because of the nature of the Confidential Information to which Executive the Employee has had and will have access, it would be impractical and excessively difficult to determine the actual damages of the Company Affiliated Companies in the event the Executive breached any such of the foregoing covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s the Employee's obligations under the Restrictive Covenants foregoing covenants would be necessarily inadequate. Executive The Employee therefore agrees and consents that if Executive he commits any breach of a Restrictive Covenantany of the foregoing covenants or threatens to commit any such breach, Parent and the Company Corporation shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to itthem) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If With respect to any portion provision of the Restrictive Covenants is hereafter this Agreement finally determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator of competent jurisdiction to be unreasonableunenforceable, Executive the Employee, Parent and the Company Corporation hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable to the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law, and the parties agree to abide by such court's determination. If any of the Restrictive Covenants are covenants of Sections 2, 3 and 4 of this Agreement is determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish any right of Parent and the Company’s right Corporation to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges GCOA and agrees that: (i) the purpose of Physician Owners acknowledge and agree that the covenants set forth and agreements contained in Sections 5 through 7 above (the “Restrictive Covenants”) is this ARTICLE V are necessary to protect the goodwill, trade secrets business and other confidential information goodwill of the Company; (ii) because SCN and that a breach of these covenants and agreements will result in irreparable harm and continuing damage to SCN. As a result, GCOA and the Physician Owners acknowledge and agree that since a remedy at law for any breach or attempted breach of the nature provisions of this ARTICLE V shall be inadequate, SCN shall be entitled to specific performance and injunctive or other equitable relief in case of any such breach or attempted breach in addition to whatever other remedies may exist by law. All Parties hereto also waive any requirement for the business securing or posting of any bond in which connection with the Company is engaged and because obtaining of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company any such injunctive or other equitable relief. The Parties hereby agree that in the event Executive breached any provision, section, or subsection of this ARTICLE V is adjudged by any court of competent jurisdiction to be void or unenforceable, in whole or part, such court shall modify and enforce any such covenants; provision, section or subsection to the extent that it believes to be reasonable under the circumstances. GCOA and (iiithe Physician Owner(s) remedies at law (such as monetary damages) acknowledge and agree that if GCOA and/or the Physician Owners breach the covenants and agreements contained in SECTION 5.1 and SCN is unable for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of reason to obtain a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief restraining order from a court of competent jurisdictionjurisdiction within thirty (30) days after application to enjoin the breach by GCOA and/or the Physician Owners, without posting any bond or other security and without it will be difficult to calculate the necessity precise amount of proof SCN's damages. As a result, the Parties have determined that, in the event of actual damagesuch a breach, SCN's damages shall equal to (i) the average monthly Management Services during the twelve (12) months prior to such breach, multiplied by (ii) the number of months remaining in the term of this Agreement. If any portion of In the Restrictive Covenants is hereafter determined event that this Agreement has not been in effect for twelve (12) months prior to be invalid or unenforceable in any respecta breach under this SECTION 5.2, such determination shall not affect the remainder thereof, which average monthly Management Service Fee shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum determined for such shorter period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive Employee acknowledges and agrees that: (i) the purpose of that compliance with the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) this Agreement is necessary to protect the goodwill, trade secrets business and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages goodwill of the Company and that any breach of paragraphs 3 through 8 or any subparagraph thereof will result in irreparable and continuing harm to the Company, for which money damages may not provide adequate relief. Accordingly, in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for of any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantparagraphs 3 through 8 by Employee, the Company and Employee agree that the Company shall have be entitled to the right (following particular forms of relief as a result of such breach, in addition toto any remedies otherwise available to it at law or equity: (a) injunctions, both preliminary and permanent, enjoining or restraining such breach, and not in lieu of, Employee hereby consents to the issuance thereof forthwith and without bond by any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting ; (b) forfeiture of any bond Severance Fund amounts paid or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in paid to Employee; (c) any respectother damage amounts that were caused by such breach; and (d) recovery of all reasonable sums and costs, such determination shall not affect including attorneys' fees, incurred by the remainder thereof, which shall be given Company to enforce the maximum effect possible provisions of paragraphs 3 through 8. The Company acknowledges and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if agrees that compliance with the covenants set forth in Section 7 are found this Agreement is necessary to protect the economic well being of Employee and that any wrongful failure to pay any owed severance pay under the terms of Paragraph 2 will result in irreparable harm during the period during which such failure continues. Accordingly, if the Company is in default on any installation of the Severance Fund following written notice by Employee of such default and a court 20 day opportunity to cure, if Employee must then enforce compliance with Paragraph 2 by way of injunctive or an arbitrator other legal action, if Employee prevails, Employee will be entitled to receive any outstanding amount of the Severance Fund in a lump sum, and to recover Employee's attorneys' fees incurred in enforcing Employee's entitlement to severance, and to be unreasonablereleased from any restrictive covenants remaining in force at the time of such determination, Executive with the exception that Employee shall not be released from his duty to maintain and refrain from using or disclosing the Company agree that confidentiality of the maximum periodCompany's Trade Secrets and Confidential Information. Employee shall not be entitled to a lump sum payment of severance, scope attorneys' fees or geographical area that a release from any restrictive covenants if Employee is found to be reasonable shall be substituted for the stated period, scope or areain breach of his obligations under this Agreement, and that the court or arbitrator shall revise the restrictions contained herein Company waives no rights to cover the maximum period, scope and area permitted by law. If any seek enforcement of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionits rights herein.

Enforcement. Executive acknowledges and agrees that: (ia) the purpose of the covenants Except as set forth in Sections 5 through 7 above Section 9.09(b) (Enforcement), the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company parties agree that irreparable damage could occur in the event Executive breached that any such covenants; of the provisions of this Agreement or any Ancillary Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, except as set forth in Section 9.09(b) (Enforcement), the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement or any Ancillary Agreement and (iii) remedies to seek to enforce specifically the terms and provisions of this Agreement or any Ancillary Agreement, this being in addition to any other remedy to which they are entitled at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequateor in equity. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without Without limiting the generality of the foregoing, if the covenants except as set forth in Section 7 are found by a court or an arbitrator to be unreasonable9.09(b) (Enforcement), Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable (i) Sellers shall be substituted entitled to specific performance against Purchaser (A) of Purchaser’s obligations to consummate the Acquisition and to conduct the Closing upon the satisfaction or waiver of the conditions set forth in Section 6.01(a) (Conditions to Each Party’s Obligation) and Section 6,02 (Conditions to Obligations of Purchaser), (B) of Purchaser’s obligations to pay any Reverse Termination Fee and (C) to enforce and to prevent any breach by Purchaser of its covenants under this Agreement and (ii) Purchaser shall be entitled to specific performance against Sellers (A) Sellers’ obligation to consummate the Acquisition and to conduct the Closing upon the satisfaction or waiver of the conditions set forth in Section 6,01 (Conditions to Each Party’s Obligation) and Section 6,03 (Conditions to Obligations of Sellers), and (B) to enforce and to prevent any breach by Sellers of their covenants under this Agreement. Any requirements for the stated period, scope securing or areaposting of any bond in connection with such remedy are waived. Each of the parties hereby irrevocably waives, and that agrees not to assert or attempt to assert, by way of motion or other request for leave from the court court, as a defense, counterclaim or arbitrator shall revise the restrictions contained herein to cover the maximum periodotherwise, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdictionProceeding involving a Covered Claim, such determination shall any claim or argument that there is an adequate remedy at law or that an award of specific performance is not be a bar to otherwise an available or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionappropriate remedy.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is The Parties agree that irreparable damage would occur to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company Buyer in the event Executive that any of the provisions of this Agreement were not to be performed by the Sellers in accordance with the specific terms hereof or was otherwise breached and that Buyer shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically performance the terms hereof in addition to any such covenants; and (iii) other remedies at law (such as monetary damages) for any breach of Executive’s obligations under or in equity. The Parties acknowledge that the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination Sellers shall not affect be entitled to an injunction or injunctions to prevent breaches of this Agreement by Buyer or to enforce specifically the remainder thereof, which terms and provisions of this Agreement and that the Sellers’ sole and exclusive remedy with respect to any such breach shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants remedy set forth in Section 7 are found 8.2. The Sellers agrees that, notwithstanding anything herein to the contrary, and except as explicitly provided in the Farallon Guarantee,(i) to the extent it has incurred losses or damages arising out of the breach of this Agreement by a court the Buyer, (A) the maximum aggregate liability for such losses or an arbitrator damages shall be limited to be unreasonable, Executive the sum of the Buyer Termination Fee and the Company agree that amount of interest accrued thereon, if any, pursuant to Section 8.2(d), (B) in no event shall the Sellers seek to recover any money damages in excess of such amount from Buyer and the Farallon Guarantor, and (C) the maximum periodliability of the Farallon Guarantor, scope directly or geographical area that is found to be reasonable indirectly, shall be substituted for limited to the stated period, scope or areaexpress obligations of the Farallon Guarantor under the Farallon Guarantee, and that (ii) in no event shall any Non-Recourse Party (as defined in the court Farallon Guarantee) have any liability or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar obligation relating to or in any way diminish arising out of this Agreement or the Company’s right to enforce any such covenant in any other jurisdictiontransactions contemplated hereby.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 8 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information Confidential Information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which the Executive has accessaccess to, it would be impractical and excessively difficult to determine the actual damages of the Company in the event the Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of the Executive’s obligations under the Restrictive Covenants would be inadequate. The Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 8 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges (a) If a claim for indemnification made to the Company pursuant to Section 4 is not paid in full by the Company within 30 calendar days after a written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. (b) In any action brought under Section 6(a), it shall be a defense to a claim for indemnification pursuant to Sections 2(a) or 2(b) (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the Undertaking, if any is required, has been tendered to the Company) that the Indemnitee has not met the standards of conduct which make it permissible under the Corporation Act for the Company to indemnify the Indemnitee for the amount claimed, but the burden or proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel or the Stockholders) to have made a determination prior to commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in the Corporation Act, nor an actual determination by the Company (including the Board, independent legal counsel or the Stockholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (c) The Indemnitee shall not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and agrees that: expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time, at the expense of the Company as hereinafter provided, to retain counsel (in compliance with Section 7) to represent the Indemnitee in connection with the initiation or defense of any such action, suit, or proceeding, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The Company shall pay and be solely responsible for any and all costs, charges and expenses (including attorneys’and others’fees and expenses) reasonably incurred by the Indemnitee (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of as a result o the Company; ’s failure to perform this Agreement or any provision hereof or (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages as a result of the Company in or any person contesting the event Executive breached validity or enforceability of this Agreement or any such covenants; and (iii) remedies at law (such provision hereof as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequateaforesaid. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction7.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information Each of the Company; (ii) because , on one hand, and Parent and Merger Subsidiary, on the other hand, acknowledges that the rights of each Party to consummate the nature of the business in which the Company is engaged Merger are unique and because of the nature of the Confidential Information to which Executive has access, it would be impractical recognizes and excessively difficult to determine the actual damages of the Company affirms that in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any of a breach of Executive’s obligations under this Agreement by any Party, money damages will be inadequate and the Restrictive Covenants would be inadequatenon-breaching Party will have no adequate remedy at Law. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantAccordingly, the Company Parties agree that such non-breaching Party shall have the right (to obtain, in addition to, and not in lieu of, to any other right rights and remedies existing in their favor at Law or remedy that may be available to it) to temporary and permanent in equity, specific performance, injunctive relief from a court of competent jurisdiction, and other equitable relief (without posting any of bond or other security security) to enforce their rights and without the necessity other Parties’ obligations hereunder. In the event that any Action should be brought in equity to enforce any of proof the provisions of actual damagethis Agreement, no Party will allege, and each Party hereby waives the defense, that there is an adequate remedy under applicable Law. Parent and Merger Subsidiary acknowledge that, prior to the Closing or the earlier valid termination of this Agreement pursuant to Section 9.1, the Company will have the right to specifically enforce the obligations of Parent and Merger Subsidiary to consummate the Merger on the terms and pursuant to the conditions of this Agreement. Except as otherwise provided herein, the rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any Party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted Action for the stated periodenforcement of this Agreement is brought with respect to or because of an alleged dispute, scope breach, default or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If misrepresentation in connection with any of the Restrictive Covenants are determined provisions hereof, the successful or prevailing party shall be entitled to be wholly or partially unenforceable recover reasonable attorneys’ fees and other costs incurred in any jurisdictionthat Action, such determination shall not be a bar in addition to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionrelief to which it may be entitled.